Common use of Responsibility of the Trustee Clause in Contracts

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereof. 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 Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; 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 Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article XI. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 relating either to the kind or amount of Common Stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to in such Section 11.8 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall 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 shall have any obligation to independently determine or verify if any Mandatory Conversion Event or any other event has occurred or notify the Holders of any such event. The Parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article XI shall be in writing.

Responsibility of the Trustee. The Trustee and any other the Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, monitoring the Company’s stock trading price or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 ‎Section 6.08 relating either to the kind or amount of Common Stock shares of stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 ‎Section 6.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1‎the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by ‎this Article 6 has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders of any such event. The Parties hereto agree that all notices Company has delivered to the Trustee or and the Conversion Agent under this the notices referred to in ‎this Article XI shall be in writing6 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, monitoring the Company’s Common Stock trading price or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 5.09 relating either to the kind or amount of shares of Common Stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 5.09 or to any adjustment to be made with respect thereto, but, subject to Section 7.1 of the provisions of Section 6.1Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officer’s Certificate (which the Issuer shall Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have will be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by Section 5.01(C) has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders of any such event. The Parties hereto agree that all notices Company has delivered to the Trustee or and the Conversion Agent under this Article XI shall be the notices referred to in writingSection 5.01(C) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, monitoring the Company’s stock trading price or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 5.09 relating either to the kind or amount of Common Stock shares of stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 5.09 or to any adjustment to be made with respect thereto, but, subject to Section 7.01 of the provisions of Section 6.1Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officer’s Certificate (which the Issuer shall Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have will be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by Section 5.01(C) has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders of any such event. The Parties hereto agree that all notices Company has delivered to the Trustee or and the Conversion Agent under this Article XI shall be the notices referred to in writingSection 5.01(C) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of the Trustee. The Trustee and any other the Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, monitoring the Company’s stock trading price or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 6.08 relating either to the kind or amount of Common Stock shares of stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 6.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by this Article 6 has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders of any such event. The Parties hereto agree that all notices Company has delivered to the Trustee or and the Conversion Agent under the notices referred to in this Article XI shall be in writing6 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of the Trustee. The Trustee and any other the Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, monitoring the Company’s stock trading price or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 ‎Section 5.08 relating either to the kind or amount of Common Stock shares of stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 ‎Section 5.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1‎the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by ‎this Article 5 has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders of any such event. The Parties hereto agree that all notices Company has delivered to the Trustee or and the Conversion Agent under this the notices referred to in ‎this Article XI shall be in writing5 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither Neither the Trustee nor any Conversion Agent shall be other agent acting under any responsibility to determine this Indenture (other than the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 relating either to the kind or amount of Common Stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to Company, if acting in such Section 11.8 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1, may accept (without any independent investigationcapacity) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall 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 shall will have any obligation to independently make any calculation or to determine whether the Notes may be surrendered for conversion pursuant to this Indenture, or verify if any Mandatory Conversion Event to notify the Company or the Depositary or any other event has occurred or notify of the Holders of any such event. The Parties hereto agree that all notices if the Notes have become convertible pursuant to the Trustee or the Conversion Agent under terms of this Article XI shall be in writingIndenture.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 5.07 relating either to the kind or amount of Common Stock shares of stock or securities or property (including cash) receivable by Holders upon the exchange conversion of their Notes after any event referred to in such Section 11.8 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1Article XI, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee, Trustee nor the Conversion Agent shall have be responsible for determining whether any obligation to independently determine or verify if any Mandatory Conversion Event or any other event contemplated by Section 5.01(b) has occurred that makes the Notes eligible for conversion or notify no longer eligible therefor until the Holders Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 5.01(b) 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 eventevent or at such other times as shall be provided for in Section 5.01(b). The Parties parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article XI V shall be in writing.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither Neither the Trustee nor any Conversion Agent shall be other agent acting under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 relating either to Indenture (other than the kind or amount of Common Stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to Company, if acting in such Section 11.8 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1, may accept (without any independent investigationcapacity) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall 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 shall will have any obligation to independently make any calculation or to determine whether the Notes may be surrendered for conversion pursuant to the Indenture, or verify if any Mandatory Conversion Event to notify the Company or the Depositary or any other event has occurred or notify of the Holders of any such event. The Parties hereto agree that all notices if the Notes have become convertible pursuant to the Trustee or terms of the Conversion Agent under this Article XI shall be in writingIndenture.

Responsibility of the Trustee. The Trustee and any other Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist 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, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to provide to the Trustee pursuant to Section 11.7 hereofsame. 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, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; 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 Issuer Company to issue, transfer or deliver any shares of Common Stock or stock ​ ​ certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither Neither the Trustee nor any Conversion Agent shall be other agent acting under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.8 relating either to Indenture (other than the kind or amount of Common Stock or securities or property (including cash) receivable by Holders upon the exchange of their Notes after any event referred to Company, if acting in such Section 11.8 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.1, may accept (without any independent investigationcapacity) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall 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 shall will have any obligation to independently make any calculation or to determine whether the Notes may be surrendered for conversion pursuant to the Indenture, or verify if any Mandatory Conversion Event to notify the Company or the Depositary or any other event has occurred or notify of the Holders of any such event. The Parties hereto agree that all notices if the Notes have become convertible pursuant to the Trustee or terms of the Conversion Agent under this Article XI shall be in writingIndenture.