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

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any Conversion Agent nor any agent of 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 Con- version Price or with respect to the Officer's Certificate referred to in Sec- 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 supple- mental indenture provided to be employed, in making the same. Neither the Trustee, any Conversion Agent nor any agent of either shall 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 (including cash), which may at any time be issued or delivered upon the conversion of any Security; and nei- ther the Trustee, any Conversion Agent nor any agent of either makes any rep- resentation with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of either shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities or property (including cash) upon the surren- der of any Security for the purpose of conversion or, subject to Section 7.01 and 7.02, to comply with any of the covenants of the Company contained in this Article 11.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, Trustee nor any Conversion Agent nor any or agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(gSection 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, Trustee nor any Conversion Agent nor any agent of either the Trustee shall be accountable with respect to the validity validity, registration, listing, or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or property (including cash)cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and nei- ther neither the Trustee, 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 either makes any rep- resentation with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of either Trustee shall be responsible for any failure of the Company 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 surren- der surrender of any Security for the purpose of conversion or, subject to Section 7.01 Sections 5.1 and 7.025.2, to comply with any of the covenants of the Company Issuer contained in this Article 11Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any Conversion Agent Trustee nor any conversion agent or agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(g)Section 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, Trustee nor any Conversion Agent conversion agent nor any agent of either the Trustee shall be accountable with respect to the validity validity, registration, listing, or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or property (including cash)cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and nei- ther neither the Trustee, any Conversion Agent Trustee nor any agent of either the Trustee nor any conversion agent makes any rep- resentation representation with respect thereto. Neither the Trustee, Trustee nor any Conversion Agent conversion agent nor any agent of either the Trustee shall be responsible for any failure of the Company 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 surren- der surrender of any Security for the purpose of conversion or, subject to Section 7.01 Sections 5.01 and 7.025.02, to comply with any of the covenants of the Company Issuer contained in this Article 11Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any Conversion Agent Trustee nor any conversion agent or agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(g)Section 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, Trustee nor any Conversion Agent conversion agent nor any agent of either the Trustee shall be accountable with respect to the validity validity, registration, listing, or value (or the kind or amount) of any shares of Common Stock, or of any securities or property (including cash)cash or other property, which may at any time be issued or delivered upon the conversion of any Security; and nei- ther neither the Trustee, any Conversion Agent Trustee nor any agent of either the Trustee nor any conversion agent makes any rep- resentation representation with respect thereto. Neither the Trustee, Trustee nor any Conversion Agent conversion agent nor any agent of either the Trustee shall be responsible for any failure of the Company Issuer to make any cash payment or to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities or property (including cash) upon the surren- der surrender of any Security and any appurtenant Coupons for the purpose of conversion or, subject to Section 7.01 Sections 6.11 and 7.026.02, to comply with any of the covenants of the Company Issuer contained in this Article 11Article.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any agent of the Trustee, the Conversion Agent nor any agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Certificate certificate referred to in Sec- tion 11.04(g)Section 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, any agent of the Trustee, the Conversion Agent nor any agent of either agency appointed by the Company shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities Notes or property (including cash), which may at any time be issued or delivered upon the conversion of any SecurityNote; and nei- ther neither the Trustee, any Trustee nor the Conversion Agent nor or any agent of either agency appointed by the Company makes any rep- resentation representation with respect thereto. Neither the Trustee, any agent of the Trustee, the Conversion Agent nor any agent of either agency appointed by the Company shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities Notes or property (including cash) upon the surren- der surrender of any Security Note for the purpose of conversion or, subject to Section 7.01 and 7.02Article VIII hereof, to comply with any of the covenants of the Company contained in this Article 11XIII.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any Conversion Agent Trustee nor any agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(g)Section 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, any Conversion Agent nor any agent of either the Trustee nor the conversion agent shall 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 (including cash), which may at any time be issued or delivered upon the conversion of any Security; and nei- ther neither the Trustee, any Conversion Agent agent of the Trustee nor any conversion agent of either makes any rep- resentation representation with respect thereto. Neither the Trustee, any Conversion Agent nor any agent of either the Trustee nor the conversion agent shall be responsible for any failure of the 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 Common Stock or stock certificates or other securities or property (including cash) upon the surren- der surrender of any Security for the purpose of conversion or, subject to Section 7.01 and 7.02Article VIII hereof, to comply with any of the covenants of the Company contained in this Article 11XIII.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any the Paying and Conversion Agent nor any agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(g)Section 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, any the Paying and Conversion Agent nor any agent of either their agents shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any SecurityNote; and nei- ther neither the Trustee, any Trustee nor the Paying and Conversion Agent nor any agent of either makes any rep- resentation representation with respect thereto. Neither the Trustee, any the Paying and Conversion Agent nor any agent of either their agents shall be responsible for any failure of the Company Issuer to issue, register the transfer of under any securities laws or otherwise or deliver any shares of Common Stock Ordinary Shares or stock certificates or other securities or property (including cash) upon the surren- der surrender of any Security Note for the purpose of conversion or, subject to Section 7.01 and 7.02Article VIII hereof, to comply with any of the covenants of the Company Issuer contained in this Article 11VI.

Disclaimer of Responsibility for Certain Matters. Neither the Trustee, any Conversion Agent Trustee nor any agent of either 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 Con- version Price Conversion Price, or with respect to the Officer's Officers' Certificate referred to in Sec- tion 11.04(g)Section 12.5 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 supple- mental supplemental indenture provided to be employed, in making the same. Neither the Trustee, any Conversion Agent Trustee nor any agent of either the Trustee shall 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 (including cash), which may at any time be issued or delivered upon the conversion of any Security; and nei- ther neither the Trustee, any Conversion Agent Trustee nor any conversion agent of either makes any rep- resentation representation with respect thereto. Neither the Trustee, any Conversion Agent Trustee nor any agent of either the Trustee shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock or stock certificates or other securities or property (including cash) upon the surren- der surrender of any Security for the purpose of conversion or, subject to Section 7.01 and 7.02Article VII hereof, to comply with any of the covenants of the Company contained in this Article 11XII.