Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Exchange Rate or whether any facts exist which may require any adjustment of the 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, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other 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 securities or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company to transfer or deliver any shares of Common Stock or share 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 Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the exchange of their Notes after any event referred to in such Section 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

Appears in 10 contracts

Samples: Second Supplemental Indenture (Prologis, L.P.), Third Supplemental Indenture (Prologis, L.P.), Fourth Supplemental Indenture (Prologis, L.P.)

AutoNDA by SimpleDocs

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Exchange Conversion Rate or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Company to transfer or deliver any shares of Common Stock Shares or share 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 Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

Appears in 5 contracts

Samples: Tenth Supplemental Indenture (Prologis), Fourth Supplemental Indenture (Prologis), Fifth Supplemental Indenture (Prologis)

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Exchange Rate or whether any facts exist which may require any adjustment of the 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, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other 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 securities or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company to transfer or deliver any shares of Common Stock or share 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 Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the exchange of their Notes after any event referred to in such Section 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six 6 of the Base Senior Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

Appears in 3 contracts

Samples: Supplemental Indenture (Boston Properties LTD Partnership), Supplemental Indenture (Boston Properties Inc), Supplemental Indenture (Boston Properties LTD Partnership)

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Exchange Conversion Rate or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Company Issuer to transfer or deliver any shares of Common Stock or share certificates therefor 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 Company Issuer contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 8.06 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six 6 of the Base Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

Appears in 2 contracts

Samples: Seventh Supplemental Indenture (National Retail Properties, Inc.), Ninth Supplemental Indenture (National Retail Properties, Inc.)

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Noteholder Holder of Securities to determine the Exchange Rate Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 12.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the exchange conversion of their Notes Securities after any event referred to in such Section 8.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base IndentureSection 7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers’ Certificate with respect thereto.

Appears in 2 contracts

Samples: Indenture (Eddie Bauer Holdings, Inc.), Indenture (Delta Petroleum Corp/Co)

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Noteholder Holder of Securities to determine the Exchange Rate Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the exchange conversion of their Notes Securities after any event referred to in such Section 8.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base IndentureSection 7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers’ Certificate with respect thereto.

Appears in 2 contracts

Samples: Indenture (Group 1 Automotive Inc), Indenture (Kyphon Inc)

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Noteholder to determine the Exchange Rate or whether any facts exist which may require any adjustment of the 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, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange 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 exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company to transfer or deliver any shares of Common Stock Shares or share certificates therefor 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 Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the exchange of their Notes after any event referred to in such Section 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six 6 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate with respect thereto.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Archstone Smith Operating Trust), Third Supplemental Indenture (Archstone Smith Operating Trust)

AutoNDA by SimpleDocs

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Noteholder Holder of Securities to determine the Exchange Rate Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 other securities or property, which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 12.05 relating either to the kind or amount of shares of stock or other securities or property (including cash) receivable by Noteholders Holders upon the exchange conversion of their Notes Securities after any event referred to in such Section 8.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base IndentureSection 7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers’ Certificate with respect thereto.

Appears in 1 contract

Samples: Indenture (Group 1 Automotive Inc)

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or of responsibility to any Noteholder holders of Convertible Notes to determine the Exchange Rate or whether any facts exist which may require any adjustment of the Exchange RateConversion Price, 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. The Trustee and any other 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 securities or property, which may at any time be issued or delivered upon the exchange conversion of any Convertible Note; and the Trustee and any other Exchange Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 6.01, the Trustee nor any Exchange Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Convertible Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders holders of Convertible Notes upon the exchange conversion of their Convertible Notes after any event referred to in such Section 8.06 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base IndentureSection 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Appears in 1 contract

Samples: Indenture (Navistar International Corp)

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under have any duty or responsibility to any Noteholder holders of Securities to determine the Exchange Rate Conversion Price or determine whether any facts exist which may require any adjustment of the Exchange RateConversion Price, 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. The Trustee and any other 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 securities or property, which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 6.01, the Trustee nor any Exchange Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of the Company's Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Twelve. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 8.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders holders of Securities upon the exchange conversion of their Notes Securities after any event referred to in such Section 8.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the Base IndentureSection 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Appears in 1 contract

Samples: Indenture (Millicom International Cellular Sa)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!