Common use of Disclaimer of Responsibility for Certain Matters Clause in Contracts

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any Conversion Agent or agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g), or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent nor any agent of the Trustee shall be accountable with respect to the validity, registration, listing, or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any agent of the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent nor any agent of the Trustee shall be responsible for any failure of the Issuer to make any cash payment or to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or, subject to Sections 5.1 and 5.2, to comply with any of the covenants of the Issuer contained in this Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any Conversion Agent or agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g)14.5 hereof, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent nor any agent of the Trustee shall be accountable with respect to the validity, registration, listing, validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any conversion agent of the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent nor any agent of the Trustee shall be responsible for any failure of the Issuer to make any cash payment or to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities or property (including cash) upon the surrender of any Security for the purpose of conversion or, subject to Sections 5.1 and 5.2Article Fourteen hereof, to comply with any of the covenants of the Issuer contained in this ArticleArticle Fourteen.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor Trustee, any Conversion Agent or nor any agent of the Trustee either shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, Con- version Price or with respect to the Officers' Officer's Certificate referred to in Section 12.4(gSec- tion 11.04(g), or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental supple- mental indenture provided to be employed, in making the same. Neither the Trustee nor Trustee, any Conversion Agent nor any agent of the Trustee either shall be accountable with respect to the validity, registration, listing, validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any Security; and neither nei- ther the Trustee nor any agent of the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor Trustee, any Conversion Agent nor any agent of either makes any rep- resentation with respect thereto. Neither the Trustee Trustee, any Conversion Agent nor any agent of either shall be responsible for any failure of the Issuer to make any cash payment or Company to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities or property (including cash) upon the surrender surren- der of any Security for the purpose of conversion or, subject to Sections 5.1 Section 7.01 and 5.27.02, to comply with any of the covenants of the Issuer Company contained in this ArticleArticle 11.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor Trustee, any Conversion Agent or agent of the Trustee Trustee, the Conversion Agent nor any agency appointed by the Company shall at any time be under any duty or responsibility to any Holder of Securities Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate certificate referred to in Section 12.4(g)13.4 hereof, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor Trustee, any agent of the Trustee, the Conversion Agent nor any agent of agency appointed by the Trustee Company shall be accountable with respect to the validity, registration, listing, validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities Notes or cash or other propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any SecurityNote; and neither the Trustee nor any agent of the Trustee nor any Conversion Agent or any agency appointed by the Company makes any representation with respect thereto. Neither the Trustee nor Trustee, any agent of the Trustee, the Conversion Agent nor any agent of agency appointed by the Trustee Company shall be responsible for any failure of the Issuer to make any cash payment or Company to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities Notes or property (including cash) upon the surrender of any Security Note for the purpose of conversion or, subject to Sections 5.1 and 5.2Article VIII hereof, to comply with any of the covenants of the Issuer Company contained in this ArticleArticle XIII.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee Trustee, the Paying and Conversion Agent nor any Conversion Agent or agent of the Trustee their agents shall at any time be under any duty or responsibility to any Holder of Securities Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g)6.05 hereof, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Trustee, the Paying and Conversion Agent nor any agent of the Trustee their agents shall be accountable with respect to the validity, registration, listing, validity or value (or the kind or amount) of any shares of Class A Common StockOrdinary Shares, or of any securities or cash or other propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any SecurityNote; and neither the Trustee nor any agent of the Trustee nor any Paying and Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Trustee, the Paying and Conversion Agent nor any agent of the Trustee their agents shall be responsible for any failure of the Issuer to make any cash payment or to issue, register the transfer of under any securities laws or otherwise or deliver any shares of Class A Common Stock Ordinary Shares or stock certificates or other securities or property (including cash) upon the surrender of any Security Note for the purpose of conversion or, subject to Sections 5.1 and 5.2Article VIII hereof, to comply with any of the covenants of the Issuer contained in this ArticleArticle VI.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any Conversion Agent conversion agent or agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g)13.04(g) or 13.05, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent conversion agent nor any agent of the Trustee shall be accountable with respect to the validity, registration, listing, or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any agent of the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent nor any agent of the Trustee shall be responsible for any failure of the Issuer to make any cash payment or to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or, subject to Sections 5.1 5.01 and 5.25.02, to comply with any of the covenants of the Issuer contained in this Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any Conversion Agent conversion agent or agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g)14.04(g) or 14.05, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent conversion agent nor any agent of the Trustee shall be accountable with respect to the validity, registration, listing, or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any agent of the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent nor any agent of the Trustee shall be responsible for any failure of the Issuer to make any cash payment or to issue, register the transfer of or deliver any shares of Class A Common Stock or stock certificates or other securities or property upon the surrender of any Security and any appurtenant Coupons for the purpose of conversion or, subject to Sections 5.1 6.11 and 5.26.02, to comply with any of the covenants of the Issuer contained in this Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any Conversion Agent or agent of the Trustee or conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the Officers' Certificate referred to in Section 12.4(g)13.5 hereof, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any Conversion Agent nor Trustee, any agent of the Trustee nor the conversion agent shall be accountable with respect to the validity, registration, listing, validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or cash or other propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor Trustee, any agent of the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent nor Trustee, any agent of the Trustee nor the conversion agent shall be responsible for any failure of the Issuer to make any cash payment or Company to issue, register the transfer of or (except that the conversion agent shall deliver any shares held by it for the purpose) deliver any shares of Class A Common Stock or stock certificates or other securities or property (including cash) upon the surrender of any Security for the purpose of conversion or, subject to Sections 5.1 and 5.2Article VIII hereof, to comply with any of the covenants of the Issuer Company contained in this ArticleArticle XIII.