Common use of Responsibility and Indemnity Clause in Contracts

Responsibility and Indemnity. 40.1 In carrying out their functions and exercising their powers under The English Scheme, the Office Holders shall act bona fide and with due care and diligence. 40.2 The English Scheme Administrators and any Delegate shall carry out their functions and exercise their powers in the interests of Scheme Creditors as a whole and shall use their powers under The English Scheme for the purpose of ensuring that The English Scheme is operated in accordance with its terms. 40.3 Subject to any right of appeal under section 1321 of the Corporations Act and so far as the law permits a Scheme Creditor shall not be entitled to challenge the validity of any act done by, or omitted to be done by, or the exercise of any power by the Office Holders or any Employee. 40.4 No Office Holder or Employee shall be liable for any loss or liability, including any liability incurred by the Office Holder or Employee arising out of or in connection with making or having made a payment to a Scheme Creditor to which the Scheme Creditor is not entitled only by reason of a change in law including a new interpretation by a court of the law after the making of the payment, unless such a loss or liability is attributable to his or her own negligence, breach of duty, breach of trust, fraud or dishonesty. 40.5 Each Office Holder (in that capacity) and each Employee shall be entitled to an indemnity out of the assets of an English Scheme Company against: (a) all actions, claims, proceedings and demands brought or made against such Office Holder or Employee in respect of any act done or omitted to be done by such Office Holder or Employee in good faith without negligence, breach of duty, breach of trust, fraud or dishonesty in the course of implementing The English Scheme in accordance with its terms; and (b) all expenses and liabilities properly incurred by such Office Holder or Employee in carrying out his or her functions and powers (or the functions for which such Employee is employed by the Office Holders) in the course of implementing The English Scheme in accordance with its terms. 40.6 Each such person entitled to an indemnity in accordance with clause 40.5 shall be entitled to an indemnity out of the assets of an English Scheme Company: (a) against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in respect of any negligence, breach of duty, breach of trust, fraud or dishonesty in which judgment is given in his or her favour or in which he or she is acquitted; or (b) in connection with any application in any such proceedings in which relief is granted to him or her by a court from liability for negligence, breach of duty, breach of trust, fraud or dishonesty in relation to the affairs of an English Scheme Company. 40.7 An English Scheme Company may, with the approval of the English Creditors’ Committee (such approval not to be unreasonably withheld or delayed): (a) purchase and maintain for such person, insurance against any liability in respect of which an English Scheme Company would be obliged to indemnify that person in accordance with clauses 40.5 and 40.6; and (b) pay costs incurred by any such person as is referred to in clause 40.6 in defending proceedings of the nature described in clause 40.6.

Responsibility and Indemnity. 40.1 In 47.1 The Australian Scheme shall be administered by the Scheme Administrators and the Scheme Adjudicators according to the respective powers and functions assigned to them by the provisions of The Australian Scheme and, in carrying out their functions and exercising their powers under The English Australian Scheme, the Office Holders shall act bona fide and with due care and diligence. 40.2 47.2 The English Scheme Administrators and any Delegate shall carry out their functions and exercise their powers in the interests of Scheme Creditors as a whole whole, and shall use their powers under The English Australian Scheme for the purpose of ensuring that The English Australian Scheme is operated in accordance with its terms. 40.3 47.3 Subject to any the right of appeal under section 1321 of the Corporations Act and so far as the law permits permits, a Scheme Creditor shall not be entitled to challenge the validity of any act done by, or omitted to be done by, or the exercise of any power by the Office Holders or any Employee. 40.4 47.4 No Office Holder or Employee shall be liable for any loss or liability, including any liability incurred by the Office Holder or Employee arising out of or in connection with making or having made a payment to a Scheme Creditor to which the Scheme Creditor is not entitled only by reason of a change in law including a new interpretation by a court of the law after the making of the payment, unless such a loss or liability is attributable to his or her own negligence, breach of duty, breach of trust, fraud or dishonesty. 40.5 Each 47.5 Subject to the Corporations Act, each Office Holder (in that capacity) and each Employee shall be entitled to an indemnity out of the assets of an English a Scheme Company against: (a) all actions, claims, proceedings and demands brought or made against such Office Holder or Employee in respect of any act done or omitted to be done by such Office Holder or Employee in good faith without negligence, breach of duty, breach of trust, fraud or dishonesty in the course of implementing The English Australian Scheme in accordance with its terms; and (b) all expenses and liabilities properly incurred by such Office Holder or Employee in carrying out his or her functions and powers (or the functions for which such Employee is employed by the Office Holders) in the course of implementing The English Australian Scheme in accordance with its terms. 40.6 47.6 Each such person entitled to an indemnity in accordance with clause 40.5 47.5 shall be entitled to an indemnity out of the assets of an English a Scheme Company: (a) against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in respect of any negligence, breach of duty, breach of trust, fraud or dishonesty in which judgment is given in his or her favour or in which he or she is acquitted; or (b) in connection with any application in any such proceedings in which relief is granted to him or her by a court from liability for negligence, breach of duty, breach of trust, fraud or dishonesty in relation to the affairs of an English a Scheme Company. 40.7 An English 47.7 Subject to the Corporations Act, a Scheme Company may, with the approval of the English Creditors’ ' Committee (such approval not to be unreasonably withheld or delayed): (a) purchase and maintain for such person, insurance against any liability in respect of which an English a Scheme Company would be obliged to indemnify that person in accordance with clauses 40.5 47.5 and 40.647.6; and (b) pay costs incurred by any such person as is referred to in clause 40.6 47.6 in defending proceedings of the nature described in clause 40.647.6.

Responsibility and Indemnity. 40.1 In carrying out their functions (a) The Warrant Agent is hereby authorized and exercising their powers under The English Schemedirected to accept instructions with respect to the performance of its duties hereunder from the President, the Office Holders shall act bona fide and with due care and diligence. 40.2 The English Scheme Administrators and any Delegate shall carry out their functions and exercise their powers in the interests of Scheme Creditors as a whole and shall use their powers under The English Scheme for the purpose of ensuring that The English Scheme is operated in accordance with its terms. 40.3 Subject to any right of appeal under section 1321 of the Corporations Act and so far as the law permits a Scheme Creditor shall not be entitled to challenge the validity of any act done by, or omitted to be done byVice President, or the exercise Treasurer of any power by the Office Holders Company, and to apply to such officers for advice or any Employee. 40.4 No Office Holder or Employee shall be liable for any loss or liability, including any liability incurred by the Office Holder or Employee arising out of or instructions in connection with making or having made a payment to a Scheme Creditor to which the Scheme Creditor is not entitled only by reason of a change in law including a new interpretation by a court of the law after the making of the payment, unless such a loss or liability is attributable to his or her own negligence, breach of duty, breach of trust, fraud or dishonestyits duties. 40.5 Each Office Holder (in that capacity) and each Employee shall be entitled to an indemnity out of the assets of an English Scheme Company against: (a) all actions, claims, proceedings and demands brought or made against such Office Holder or Employee in respect of any act done or omitted to be done by such Office Holder or Employee in good faith without negligence, breach of duty, breach of trust, fraud or dishonesty in the course of implementing The English Scheme in accordance with its terms; and (b) all expenses Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect hereof be herein specifically prescribed) may be deemed to be conclusively proved and liabilities properly incurred established by such Office Holder or Employee in carrying out his or her functions and powers (a statement signed by the President, any Vice President, or the functions Treasurer of the Company and delivered to the Warrant Agent, and such statement shall be full warranty to the Warrant Agent for which any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such Employee is employed statement. In its discretion, the Warrant Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. (c) The Warrant Agent shall not be responsible for (i) the validity or execution of any Warrant Certificate (except its countersignature thereof); (ii) any breach of the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; (iii) any change in the Exercise Price required under the provisions of Article III, the manner, the method, or amount of any such change, or ascertaining the existence of facts that would require any such change. No act of the Warrant Agent hereunder shall be deemed to be a representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid, and nonassessable shares of Common Stock. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document, or instrument believed by it to be genuine and to have been signed, sent, or presented by the Office Holdersproper party or parties. (e) The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs, and reasonable attorney fees, for anything done or omitted by the Warrant Agent in the course execution of implementing The English Scheme in accordance with its termsthis Agreement, except as a result of the Warrant Agent's negligence or willful misconduct. IN no case will ChaseMellon be liable for special, indirect, incidental or consequential loss or damage of any king whatsoever, (including but no limited to lost profits), even if ChaseMellon has been advised of the possibility of such damage. 40.6 Each such person entitled to an indemnity in accordance with clause 40.5 (f) The Warrant Agent shall be entitled under no obligation to an institute any action, suit, or legal proceeding or to take any other action likely to involve expenses unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity out for any costs and expenses that may be so incurred. This provision shall not affect the power of the assets of an English Scheme Company: (a) against any liability incurred by him Warrant Agent to take such action as the Warrant Agent may consider proper, with or her in defending any proceedings, whether civil or criminal, in respect of any negligence, breach of duty, breach of trust, fraud or dishonesty in which judgment is given in his or her favour or in which he or she is acquitted; or (b) in connection with any application in without any such proceedings in which relief is granted to him security or her by a court from liability for negligence, breach of duty, breach of trust, fraud or dishonesty in relation to the affairs of an English Scheme Companyindemnity. 40.7 An English Scheme Company may, with the approval of the English Creditors’ Committee (such approval not to be unreasonably withheld or delayed): (a) purchase and maintain for such person, insurance against any liability in respect of which an English Scheme Company would be obliged to indemnify that person in accordance with clauses 40.5 and 40.6; and (b) pay costs incurred by any such person as is referred to in clause 40.6 in defending proceedings of the nature described in clause 40.6.