Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Exchange Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Conversion Exchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion exchange of any Security; and the Trustee and any other Conversion Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article 114. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Exchange Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders upon the conversion exchange of their Securities after any Reorganization Event event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer’s Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities Debentures to determine the Conversion Rate, Rate or whether any facts exist which that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1117. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any Reorganization Event event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 119. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Securityholders upon the conversion of their Securities after any Reorganization Event event referred to in such Section 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash Common Shares or shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Securityholders upon the conversion of their Securities after any Reorganization Event event referred to in such Section 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities Notes to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11VI. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 6.05 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities Notes to determine the Conversion Rate, Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any amendment or supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1115. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any amendment or supplemental indenture entered into pursuant to Section 11.04 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any Reorganization Event event referred to in such Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such amendment or supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 119. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 9.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 9.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1113. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Reorganization Event event referred to in such Section 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11Ten. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 8.03 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.015.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities Notes to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1115. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 15.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 15.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall will be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 115. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 5.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any Reorganization Event event referred to in such Section 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officers’ Certificate (which the Company shall will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent will be responsible for determining whether any event contemplated by Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as will be provided for in Section 5.01.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.thereto 69 Section 11.06. Notice to Holders Prior to Certain Actions. In case: 69