Common use of No Implied Obligations Clause in Contracts

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity reasonably satisfactory to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested, except for indemnity for the Warrant Agent’s own fraud, gross negligence, willful misconduct or bad faith. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Private Unit Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to insure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange or the Private Unit Warrants hereunder.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically expressly set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the WarrantsWarrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiselaw.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or inferred duties, responsibility or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend cause it to involve it in incur any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the WarrantsWarrants (if any). The Warrant Agent shall have no duty or responsibility in the case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to ensure compliance with any applicable federal or state securities law in connection with the issuance, transfer or exchange of any Warrants under this Agreement.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Certificates specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Issuer of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Issuer pursuant to this Warrant Agreement or for the application by the Corporation Issuer of the proceeds of the WarrantsWarrant Certificates or any exercise of the Warrants evidenced thereby. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Issuer in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, except as provided in Section 6.04 hereof, to make any demand upon the Issuer.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically explicitly set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Global Warrant Certificates Certificate authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrantsissuance and sale, or exercise, of the Warrants or Warrant Shares. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the any Global Warrant Certificates Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, to make any demand upon the Company.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or inferred duties, responsibility or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to ensure compliance with any applicable federal or state securities law in connection with the issuance, transfer or exchange of any Warrants under this Agreement.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Note Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Note Warrant Agreement or the Note Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity reasonably satisfactory to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Note Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Note Warrant Agreement or for the application by the Corporation Company of the proceeds of the Note Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Note Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.otherwise.‌‌‌

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or inferred duties, responsibility or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend cause it to involve it in incur any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in the case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to ensure compliance with any applicable federal or state securities law in connection with the issuance, transfer or exchange of any Warrants under this Agreement.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Certificates specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders holders or on behalf of the Holders holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Certificates specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability the payment of which within a reasonable time is not, in its opinion, assured to it or for which it does not receive indemnity reasonably satisfactory to itif such indemnity is requested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested, except for indemnity for the Warrant Agent’s own fraud, gross negligence, willful misconduct or bad faith. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Initial Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to insure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange or the Initial Warrants hereunder.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically explicitly set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates Certificate authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the issue and sale, or exercise, of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the any Warrant Certificates Certificate or in the case of the receipt of any written demand from a Holder holder of the Warrants with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, to make any demand upon the Company.”

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and Certificates specifically set forth but no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of sale of the WarrantsWarrant Certificates or the proceeds received upon exercise of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder holder of a Warrant Certificate with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, except as provided in Section 6.02, to make any demand upon the Company.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested, except for indemnity for the Warrant Agent’s own fraud, gross negligence, willful misconduct or bad faith. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Term Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to insure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange or the Term Warrants hereunder.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Certificates specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend cause it to involve it in incur any expense or liability for which it does not receive indemnity reasonably satisfactory to itindemnity. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof). The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Warrants specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates Warrants against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates Warrants authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates Warrants or in the case of the receipt of any written demand from a Holder of a Warrant with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiselaw.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein (or in any modification or amendment hereof to which the Warrant Agent has consented in writing) and in the Warrant Certificates, and no implied or inferred duties or obligations of the Warrant Agent shall be read into this Agreement (or in any modification or amendment hereof to which the Warrant Agreement Agent has consented in writing) or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that it believes may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Warrants specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates Warrants against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time or adequate indemnification is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates Warrants authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates Warrants or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiselaw.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Stock Warrant Certificates, and Certificates specifically set forth but no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder here under which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation of any of the Stock Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Corporation pursuant to this Warrant Agreement or for the application by the Corporation of the proceeds of sale of the WarrantsStock Warrant Certificates or the proceeds received upon exercise of the Stock Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation in the performance of its covenants or agreements contained herein or in the Stock Warrant Certificates or in the case of the receipt of any written demand from a Holder holder of a Stock Warrant Certificate with respect to such default, including without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, except as provided in Section 11.02, to make any demand upon the Corporation.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant AgentCertificates. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation GTL of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation GTL of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation GTL in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein (or in any modification or amendment hereof to which the Warrant Agent has consented in writing) and in the Warrant Certificates, and no implied duties or inferred duties, responsibilities or obligations of the Warrant Agent shall be read into this Warrant Agreement (or in any modification or amendment hereof to which the Warrant Agent has consented in writing) or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which it believes may tend cause it to involve it in incur any expense or liability for which it does not receive indemnity reasonably satisfactory to itif such indemnity is requested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to insure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange or any Warrants hereunder.

No Implied Obligations. The Equity Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificatesherein, and no implied other duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agentimplied. The Equity Warrant Agent shall not be under any obligation to take any action hereunder which (including expending or risking its own funds) that may tend subject it to involve it in any expense or liability for which or to a risk of incurring expense or liability, unless it does not receive has been furnished with assurances of repayment or indemnity reasonably satisfactory to it. The Equity Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Expedia Equity Warrant Certificates authenticated Certificate countersigned by the Equity Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the issuance or exercise of Expedia Equity Warrants. The Equity Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the any Expedia Equity Warrant Certificates Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, except as provided in Section 8.2 hereof, to make any demand upon the Company.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested, except for indemnity for the Warrant Agent’s own fraud, gross negligence, willful misconduct or bad faith. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the WarrantsInitial Warrant. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to insure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange or the Initial Warrant hereunder.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein in this Agreement and in the Warrant Certificates, and no implied duties or inferred duties, responsibility or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise. The Warrant Agent shall have no duty or responsibility to ensure compliance with any applicable Federal or state securities law in connection with the issuance, transfer or exchange of any Warrants under this Agreement.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant CertificatesGlobal Warrants, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates Global Warrants against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested, except for indemnity for the Warrant Agent’s fraud, gross negligence or willful misconduct. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated Global Warrants countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates Global Warrants or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, Certificates specifically set forth and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of any of the Warrant Certificates or for the application by the Company of the proceeds of the WarrantsWarrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder holder of a Warrant Certificate with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.otherwise or, except as pro-

No Implied Obligations. The Warrant Agent shall be obligated to ---------------------- perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant AgentCertificates. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or 44 40 liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein (or in any modification or amendment hereof to which the Warrant Agent has consented in writing) and in the Warrant Certificates, and no implied duties or inferred duties, responsibilities or obligations of the Warrant Agent shall be read into this Agreement (or in any modification or amendment hereof to which the Warrant Agreement Agent has consented in writing) or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that it believes may tend to involve it in any expense or liability for which it does not receive indemnity if such indemnity is reasonably satisfactory to itrequested. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for which it does not receive indemnity reasonably satisfactory to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation of any of the Warrant Certificates authenticated countersigned by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders pursuant to this Warrant Agreement or for the application by the Corporation of the proceeds of the Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically explicitly set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Class B Warrant Certificates Certificate authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the issue and sale, or exercise, of the Class B Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the any Class B Warrant Certificates Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, to make any demand upon the Company.

No Implied Obligations. The Debt Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein and in the Debt Warrant Certificates, Certificates and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Debt Warrant Certificates against the Debt Warrant Agent. The Debt Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its reasonable opinion, assured to it. The Debt Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Debt Warrant Certificates authenticated by the Debt Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement Agreement, or for the application by the Corporation Company of the proceeds of the Debt Warrants. The Debt Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the Debt Warrant Certificates or in the case of the receipt of any written demand from a Holder holder of any Debt Warrant with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, except as provided in Section 5.02 hereof, to make any demand upon the Company.

No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are specifically explicitly set forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this Warrant Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which that may tend to involve it in any expense or liability for liability, the payment of which it does not receive indemnity reasonably satisfactory within a reasonable time is not, in its opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Corporation Company of any of the Class A Warrant Certificates Certificate authenticated by the Warrant Agent and delivered by it to the Holders or on behalf of the Holders Company pursuant to this Warrant Agreement or for the application by the Corporation Company of the proceeds of the issue and sale, or exercise, of the Class A Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Corporation Company in the performance of its covenants or agreements contained herein or in the any Class A Warrant Certificates Certificate or in the case of the receipt of any written demand from a Holder with respect to such default, including including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwiseotherwise or, to make any demand upon the Company.