Common use of Agreement; Adjustments Clause in Contracts

Agreement; Adjustments. The Rights 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 Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11 (ADJUSTMENT OF PURCHASE PRICE; NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS) or Section 13 (CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER) 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 (except with respect to the exercise of Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it be required to take notice or be deemed to have notice of any fact, event or determination, including, without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate, Associate or Subsidiary under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event or determination; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.

Agreement; Adjustments. The Rights 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 Rights Agent) or in respect of the validity or execution of any Rights Certificate (except its countersignature); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall it be responsible for any adjustment required under the provisions of Section 11 (ADJUSTMENT OF PURCHASE PRICEAdjustment of Purchase Price; NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTSNumber and Kind of Shares or Number of Rights) or ---------------------------------------------------------------------------- Section 13 (CONSOLIDATIONConsolidation, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWERMerger or Sale or Transfer of Assets or Earning -------------------------------------------------------------- Power) 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 (except with respect to the exercise of Rights evidenced by Rights Certificates after actual notice of any such adjustment); nor shall it be required to take notice or be deemed to have notice of any fact, event or determination, including, without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate, Associate or Subsidiary under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of such fact, event or determination; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.