Common use of Note to Draft Clause in Contracts

Note to Draft. Subject to review and comment by Rights Agent. (e) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; (f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) the Rights Agent shall have no liability and shall be held harmless by Parent in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of the Rights Agent; (h) Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result of the Rights Agent’s fraud, gross negligence, bad faith or willful or intentional misconduct (including willful breach); (i) the Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder unless such loss was a result of the Right Agent’s fraud gross negligence, bad faith or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or prior to the date hereof (which shall not exceed $[●] per year) and (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parent; and (l) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Note to Draft. Subject Representation to review and comment apply to CDOT if not if not covered by Rights AgentBorrower in TIFIA Loan Agreement (d) CDOT shall not change the fundamental nature of the Project, including any change to the C-470 Express Lanes’ use as tolled lanes. (e) CDOT shall or shall cause HPTE to, within five (5) Business Days after CDOT learns of the Rights Agent shall not occurrence, give the TIFIA Lender notice of any of the following events, setting forth details of such event: (i) Events of Defaults - any event of default under any CDOT Agreement or any event which, given notice or the passage of time or both, would constitute an event of default under any CDOT Agreement; (ii) Litigation - the filing of any actual litigation, suit or action, or the delivery to CDOT of any written claim, which could reasonably be expected to have a material adverse effect upon the Project or its revenues and expenses, the Pledged Revenues, or upon CDOT or its performance under any CDOT Agreement; (iii) Other Adverse Events - the occurrence of any other event or condition, which could reasonably be expected to have a material and adverse effect upon the Project or its revenues and expenses, the Pledged Revenues, or upon CDOT; (iv) Delayed Governmental Approvals - any failure to receive or delay in receiving any Governmental Approval or making any required filing, notice, recordation or other demonstration to give or with a Governmental Authority, in each case to the extent such failure or delay will or could reasonably be expected to result in a delay to any note major milestone date (including the Projected Substantial Completion Date) set forth in the Construction Schedule, together with a written explanation of the reasons for such failure or surety delay and the CDOT’s plans to remedy or mitigate the effects of such failure or delay; (v) Environmental Notices - any material notice of violation under any Environmental Law related to the Project or any material changes to the NEPA Determination; (vi) Insurance Claim - any insurance claims made by CDOT or a Construction Contractor in respect of the execution Project in excess of $[1,000,000] either individually or in the aggregate, to the extent related to the Project or to the extent the proceeds from such powers insurance claim would be deposited into a Project Account; (vii) Uncontrollable Force - the occurrence of any Uncontrollable Force that could reasonably be expected to result in a Material Adverse Effect; and (viii) Denial of CDOT O&M Loan Request - any decision by CDOT or otherwise in respect the Transportation Commission not to lend all or any portion of the premises;amount requested by the Borrower as a CDOT O&M Loan pursuant to the CDOT – HPTE IAA. (f) the Rights Agent CDOT acknowledges and agrees that HPTE shall not be liable make any payments to CDOT pursuant to any CDOT O&M Loan Agreement unless, as of any proposed date for such payment, HPTE shall have paid to the TIFIA Lender all TIFIA Debt Service (including all TIFIA Mandatory Debt Service and TIFIA Scheduled Debt Service) that has become due and payable on such date or by reason ofon any date prior to such proposed payment, and shall be held harmless by Parent with respect to, including any TIFIA Scheduled Debt Service not paid as of the statements scheduled date for payment of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only;TIFIA Scheduled Debt Service. (g) Anything to the Rights Agent contrary in the CDOT – HPTE IAA (including Section 2.i. thereof) notwithstanding, CDOT shall have no liability maintain all records and shall be held harmless by Parent in respect files relating to the Project, the Pledged Revenues or the TIFIA Loan until three (3) years after the later of the validity of this date on which (i) all rights and duties under the TIFIA Loan Agreement and under the TIFIA Bond (including payments) have been fulfilled and any required audits have been performed and (ii) any litigation relating to the Project, the Pledged Revenues, the TIFIA Loan or the execution and delivery hereof (except TIFIA Loan Agreement is finally resolved or, if the due execution and delivery hereof TIFIA Lender has reasonable cause to extend such date, a date to be mutually agreed upon by the Rights Agent TIFIA Lender and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of the Rights Agent;CDOT. (h) Parent CDOT acknowledges and agrees to indemnify the Rights Agent forthat HPTE shall not reorganize, consolidate with, or merge into another Person unless (A) such merger or consolidation is with or into another entity established and Controlled by CDOT, and hold the Rights Agent harmless againstin each case, including reorganization, does not adversely affect or impair to any loss, liability, claim, demands, suits or expense arising out of extent or in connection with any manner (1) the Rights Agent’s duties Pledged Revenues or other elements of the Trust Estate, or (2) the availability of the Pledged Revenues for the payment and security of the obligations of HPTE under this Direct Agreement; and (B) HPTE provides to the TIFIA Lender, including the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result of the Rights Agent’s fraud, gross negligence, bad faith or willful or intentional misconduct no later than sixty (including willful breach); (i60) the Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder unless such loss was a result of the Right Agent’s fraud gross negligence, bad faith or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or days prior to the date hereof (of reorganization, consolidation or merger, prior written notice of such reorganization, consolidation or merger and the agreements and documents authorizing the reorganization, consolidation or merger, satisfactory in form and substance to the TIFIA Lender. The documents authorizing any reorganization, consolidation or merger shall contain a provision, satisfactory in form and substance to the TIFIA Lender, that, following such reorganization, consolidation or merger, the successor will assume, by operation of law or otherwise, the due and punctual performance and observance of all of the representations, warranties, covenants, agreements and conditions of this Direct Agreement and the other Related Documents to which HPTE is a party. In addition, HPTE shall not exceed $[●] per year) and (ii) to reimburse the Rights Agent for provide all Taxes and governmental chargesinformation concerning such reorganization, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred consolidation or merger as shall have been reasonably requested by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parent; and (l) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to itTIFIA Lender.

Note to Draft. Subject Bracketed language to review and comment be included only in the Warburg Pincus agreement. Shares not bearing such notation or legend) shall bear a notation or legend on the reverse side thereof substantially in the following form in addition to any other legend determined by Rights Agentthe Company or as required by applicable Law or by agreement with the Company: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). (eb) Upon the Rights Agent shall not be required to give any note or surety permitted sale in respect of the execution of such powers or otherwise in respect of the premises; (f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent accordance with respect to, any of the statements of fact or recitals contained in this Agreement of any such Company Shares (i) in a Public Offering, (ii) in compliance with Rule 144 under the Securities Act, or be required (iii) pursuant to verify another exemption from registration under the sameSecurities Act, but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) or upon the Rights Agent shall have no liability and shall be held harmless by Parent in respect of the validity termination of this Agreement in accordance with its terms, upon the written request of the holder of such Company Shares, any certificates representing such Company Shares shall be replaced, at the expense of the Company, with certificates or instruments not bearing the execution and delivery hereof legends required by Section 3.04(a); provided, that the Company may condition any replacement of certificates pursuant to clause (except the due execution and delivery hereof by the Rights Agent and the enforceability iii) of this Agreement against Section 3.04(b) on the Rights Agent assuming receipt of an opinion of legal counsel reasonably satisfactory to the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any Company stating that such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of Company Shares are freely transferable under the Rights Agent;Securities Act. (hc) Parent agrees If any Company Shares cease to indemnify be subject to the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or restrictions on Transfer set forth in connection with the Rights Agent’s duties under this Agreement, including upon the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result written request of the Rights Agent’s fraudholder of such Company Shares, gross negligenceany certificates representing such Company Shares shall be replaced, bad faith or willful or intentional misconduct (including willful breach); (i) at the Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder unless such loss was a result expense of the Right Agent’s fraud gross negligenceCompany, bad faith with certificates or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay instruments not bearing the fees and expenses second paragraph of the Rights Agent in connection with this Agreement as agreed upon in writing legends required by the Rights Agent and Parent on or prior to the date hereof (which shall not exceed $[●] per year) and (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income TaxesSection 3.04(a)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parent; and (l) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Note to Draft. Subject to review and comment by Rights Agent. (c) the Rights Agent may engage and consult with counsel of its selection and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent shall be held harmless by Parent in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon after good faith consultation with Parent; (d) in the absence of a duty specifically set forth in this Agreement, the permissive rights of the Rights Agent to do things enumerated in this Agreement shall not be construed as a duty; (e) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; (f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) the Rights Agent shall have no liability and shall be held harmless by Parent in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of the Rights Agent; (h) Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result of the Rights Agent’s fraud, gross negligence, bad faith or willful or intentional misconduct (including willful breach); (i) the Rights Agent shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder unless such loss was a result of the Right Agent’s fraud gross negligence, bad faith or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or prior to the date hereof (which shall not exceed $[●•] per year) and (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket out-of-pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parent; and (l) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Note to Draft. Subject Directors of the Surviving Corporation shall match the directors of Parent. To the fullest extent permitted by applicable law, the Corporation shall indemnify any person who was or is a party or is threatened to review be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and comment amounts paid in settlement actually and reasonably incurred by Rights Agent. (e) the Rights Agent person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful; provided, however, that, except for proceedings to enforce rights to indemnification or advancement of expenses, the Corporation shall not be required obligated to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; (f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) the Rights Agent shall have no liability and shall be held harmless by Parent in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for indemnify any such breach by Parent resulting from any gross negligencedirector or officer (or his or her heirs, bad faith, willful executors or intentional misconduct personal or fraud of the Rights Agent; (hlegal representatives) Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable out-of-pocket costs and expenses of defending Rights Agent against any claims, charges, demands, suits a proceeding (or loss, part thereof) initiated by such person unless such loss proceeding (or part thereof) was authorized or consented to by the Board. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a result plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Rights AgentCorporation, and, with respect to any criminal action or proceeding, has reasonable cause to believe that the person’s fraudconduct was unlawful. Any amendment, gross negligencerepeal, bad faith modification or willful or intentional misconduct (including willful breach); (i) elimination of the Rights Agent foregoing provisions of this Article VII shall not be liable for consequential damages under adversely affect any provision right or protection hereunder of this Agreement or for any consequential damages arising out person in respect of any act or failure to act hereunder unless such loss was a result of the Right Agent’s fraud gross negligence, bad faith or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by the Rights Agent and Parent on or omission occurring prior to the date hereof (which shall not exceed $[●] per year) and (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parent; and (l) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment time of such funds amendment, repeal, modification or adequate indemnification against such risk or liability is not reasonably assured to it.elimination

Note to Draft. Subject This clause will only apply to review and comment directors who are separately indemnified by Rights Agentan entity in connection with their appointment to the Board. (eb) Except as otherwise provided in this Section 15(b), to the Rights Agent extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall not be required entitled to give any note or surety in respect assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election so to assume the execution of such powers or otherwise in respect of defense thereof, the premises; (f) the Rights Agent Company shall not be liable for or by reason of, and shall be held harmless by Parent with respect to, any of to the statements of fact or recitals contained in Indemnitee under this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Parent only; (g) the Rights Agent shall have no liability and shall be held harmless by Parent in respect for any expenses of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof counsel subsequently incurred by the Rights Agent and the enforceability of this Agreement against the Rights Agent assuming the due execution and delivery hereof by Parent), nor shall it be responsible for any breach by Parent of any covenant or condition contained in this Agreement except for any such breach by Parent resulting from any gross negligence, bad faith, willful or intentional misconduct or fraud of the Rights Agent; (h) Parent agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, claim, demands, suits or expense arising out of or Indemnitee in connection with the Rights Agentdefense thereof except as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s duties under this Agreementown counsel in such Proceeding, including but the reasonable out-of-pocket costs fees and expenses of defending Rights Agent against any claims, charges, demands, suits or loss, unless such loss was a result counsel incurred after notice from the Company of its assumption of the Rights Agent’s fraud, gross negligence, bad faith or willful or intentional misconduct (including willful breach); defense thereof shall be at the expense of the Indemnitee unless (i) the Rights Agent employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not be liable for consequential damages under any provision within 60 calendar days of this Agreement or for any consequential damages arising out receipt of any act or failure notice from the Indemnitee in fact have employed counsel to act hereunder unless such loss was a result assume the defense of the Right Agent’s fraud gross negligenceProceeding, bad faith or willful or intentional misconduct (including willful breach); (j) Parent agrees (i) to pay in each of which cases the fees and expenses of the Rights Agent in connection with this Agreement as agreed upon in writing by Indemnitee’s counsel shall be at the Rights Agent and Parent on or prior to expense of the date hereof (which Company. The Company shall not exceed $[●] per year) and be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) to reimburse the Rights Agent for all Taxes and governmental charges, reasonable and necessary documented out-of-pocket expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than withholding Taxes owed by Holders and Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it (in lieu of net income Taxes)). The Rights Agent shall also be entitled to reimbursement from Parent for all reasonable and necessary documented out‑of‑pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder; (k) notwithstanding anything to the contrary herein, Parent shall not be required to indemnify, hold harmless or reimburse the expenses of the Rights Agent in connection with any Action commenced by the Rights Agent against Parentabove; and (lc) no Notwithstanding any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under this Agreement shall require for any amounts paid in settlement of any Proceeding effected without the Rights Agent Company’s written consent, or for any judicial or other award, if the Company was not given an opportunity, in accordance with this Section 15, to expend or risk its own funds or otherwise incur any financial liability participate in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment defense of such funds Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or adequate indemnification against such risk limitation on or liability is not reasonably assured disclosure obligation with respect to itthe Indemnitee, or that would directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with respect to the Indemnitee, without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.