COMMON STOCK NOT LATER
THAN THE EFFECTIVE DATE OF ANY SUCH APPOINTMENT.
19
7.2.3
MERGER OR CONSOLIDATION OF WARRANT AGENT.
ANY ENTITY INTO WHICH THE
WARRANT AGENT MAY BE MERGED OR WITH WHICH IT MAY BE CONSOLIDATED OR ANY
CORPORATION RESULTING FROM ANY MERGER OR CONSOLIDATION TO WHICH THE WARRANT
AGENT SHALL BE A PARTY SHALL BE THE SUCCESSOR WARRANT AGENT UNDER THIS AGREEMENT
WITHOUT ANY FURTHER ACT ON THE PART OF THE COMPANY OR THE WARRANT AGENT.
7.3
FEES AND EXPENSES OF WARRANT AGENT.
7.3.1
REMUNERATION.
THE COMPANY AGREES TO PAY THE WARRANT AGENT
REASONABLE REMUNERATION FOR ITS SERVICES AS WARRANT AGENT HEREUNDER AS SET FORTH
ON EXHIBIT D HERETO AND WILL REIMBURSE THE WARRANT AGENT UPON DEMAND FOR ALL
EXPENDITURES THAT THE WARRANT AGENT MAY REASONABLY INCUR IN THE EXECUTION OF ITS
DUTIES HEREUNDER.
7.3.2
FURTHER ASSURANCES.
THE COMPANY AGREES TO PERFORM, EXECUTE,
ACKNOWLEDGE AND DELIVER, OR CAUSE TO BE PERFORMED, EXECUTED, ACKNOWLEDGED AND
DELIVERED, ALL SUCH FURTHER AND OTHER ACTS, INSTRUMENTS AND ASSURANCES AS MAY
REASONABLY BE REQUIRED BY THE WARRANT AGENT FOR THE CARRYING OUT OR PERFORMING
OF THE PROVISIONS OF THIS AGREEMENT.
7.4
LIABILITY OF WARRANT AGENT.
7.4.1
RELIANCE ON COMPANY STATEMENT.
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 THEREOF BE HEREIN SPECIFICALLY PRESCRIBED) MAY BE DEEMED TO
BE CONCLUSIVELY PROVED AND ESTABLISHED BY A STATEMENT SIGNED BY THE CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR CHAIRMAN OF THE BOARD OF THE
COMPANY AND DELIVERED TO THE WARRANT AGENT.
THE WARRANT AGENT MAY RELY UPON
SUCH STATEMENT FOR ANY ACTION TAKEN OR SUFFERED IN GOOD FAITH BY IT PURSUANT TO
THE PROVISIONS OF THIS AGREEMENT.
7.4.2
INDEMNITY.
THE WARRANT AGENT SHALL BE LIABLE HEREUNDER ONLY FOR ITS
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE COMPANY AGREES TO INDEMNIFY THE
WARRANT AGENT AND SAVE IT HARMLESS AGAINST ANY AND ALL LIABILITIES, INCLUDING
JUDGMENTS, COSTS AND REASONABLE COUNSEL FEES, FOR ANYTHING DONE OR OMITTED BY
THE WARRANT AGENT IN THE EXECUTION OF THIS AGREEMENT, EXCEPT AS A RESULT OF THE
WARRANT AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
7.4.3
EXCLUSIONS.
THE WARRANT AGENT SHALL HAVE NO RESPONSIBILITY WITH
RESPECT TO THE VALIDITY OF THIS AGREEMENT OR WITH RESPECT TO THE VALIDITY OR
EXECUTION OF ANY WARRANT (EXCEPT ITS COUNTERSIGNATURE THEREOF); NOR SHALL IT BE
RESPONSIBLE FOR ANY BREACH BY THE COMPANY OF ANY COVENANT OR CONDITION CONTAINED
IN THIS AGREEMENT OR IN ANY WARRANT; NOR SHALL IT BE RESPONSIBLE TO MAKE ANY
ADJUSTMENTS REQUIRED UNDER THE PROVISIONS OF SECTION 5 HEREOF OR RESPONSIBLE FOR
THE MANNER, METHOD OR AMOUNT OF ANY SUCH ADJUSTMENT OR THE ASCERTAINING OF THE
EXISTENCE OF FACTS THAT WOULD REQUIRE ANY SUCH ADJUSTMENT; NOR SHALL IT, BY ANY
ACT HEREUNDER, BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY AS TO THE
AUTHORIZATION