Common use of Not Responsible for Adjustments or Validity of Stock Clause in Contracts

Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Person to determine whether any facts exist that may require an adjustment of the Warrant Share Number or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same, or with respect to any new exercise terms, or with respect to calculations of any adjustments or any amounts due in connection with any exercise of the Warrants (including through the exercise by payment in Notes). All calculations and determinations shall be made by the Company, including with respect to exercise of the Warrants by payment in Notes. The Warrant Agent shall have no duty or obligation to investigate or confirm the Company’s calculations. The Warrant Agent shall not be accountable with respect to the validity or value of any Shares or of any securities or property that may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto), and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Shares or stock certificates upon the surrender of any Warrant Certificate or Exercise Form for the purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto), or to comply with any of the covenants of the Company contained in the Warrant Certificate or this Agreement.

Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Person Holder to determine whether any facts exist that may require an adjustment of the Warrant Share Number or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same, or with respect to any new exercise terms, or with respect to calculations of any adjustments or any amounts due in connection with any exercise of the Warrants (including through the exercise by payment in Notes). All calculations and determinations shall be made by the Company, including with respect to exercise of the Warrants by payment in Notes. The Warrant Agent shall have no duty or obligation to investigate or confirm the Company’s calculations. The Warrant Agent shall not be accountable with respect to the validity or value of any Shares or of any securities or property that may at any time be issued or delivered upon the exercise of any Unit Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto), and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Shares or stock certificates upon the surrender of any Warrant Certificate or Exercise Form for the purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto), or to comply with any of the covenants of the Company contained in the Warrant Certificate or this Agreement.

Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Person Holder to determine whether any facts exist that may require an adjustment of the number of Common Shares issuable upon exercise of each Warrant Share Number or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same, or with respect to any new exercise terms, or with respect to calculations of any adjustments or any amounts due in connection with any exercise of the Warrants (including through the exercise by payment in Notes). All calculations and determinations shall be made by the Company, including with respect to exercise of the Warrants by payment in Notes. The Warrant Agent shall have no duty or obligation to investigate or confirm the Company’s calculations. The Warrant Agent shall not be accountable with respect to the validity or value of any Common Shares or of any securities or property that which may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Exercise Price, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company Corporation to make any cash payment or to issue, transfer or deliver any Common Shares or stock certificates upon the surrender of any Warrant Certificate or Exercise Form for the purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Exercise Price, or to comply with any of the covenants set forth in Section 5 of the Company contained in the Warrant Certificate or this Warrant Agreement. The number of Common Shares to be issued on a Cashless Exercise (as defined in the Warrant) will be determined by the Corporation (with written notice thereof to the Warrant Agent) using the formula set forth in the Warrant. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Corporation’s determination of the number of Common Shares to be issued on such exercise is accurate or correct.

Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Person Holder to determine whether any facts exist that may require an adjustment of the number of Warrant Share Number Shares issuable upon exercise of each Warrant or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same, or with respect to any new exercise terms, or with respect to calculations of any adjustments or any amounts due in connection with any exercise of the Warrants (including through the exercise by payment in Notes). All calculations and determinations shall be made by the Company, including with respect to exercise of the Warrants by payment in Notes. The Warrant Agent shall have no duty or obligation to investigate or confirm the Company’s calculations. The Warrant Agent shall not be accountable with respect to the validity or value of any Warrant Shares or of any securities or property that which may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Exercise Price, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Warrant Shares or stock certificates upon the surrender of any Warrant Certificate or Exercise Form for the purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Exercise Price, or to comply with any the terms of the covenants of the Company contained in the Warrant Certificate or this Warrant Agent Agreement. The number of Warrant Shares to be issued on a Cashless Exercise (as defined in the Warrants) will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in the Warrant. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on such exercise is accurate or correct.

Not Responsible for Adjustments or Validity of Stock. The Warrant Agent shall not at any time be under any duty or responsibility to any Person Holder or to the Company to determine whether any facts exist that may require an the Warrant Agent to (i) perform any calculations with respect to any adjustment of the Warrant Share Number or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the method employed, or herein or in any supplemental agreement provided to be employed, in making the same, or (ii) confirm the accuracy of the Company’s calculation with respect to any new exercise terms, or with respect to calculations of any adjustments or any amounts due such adjustment described in connection with any exercise of the Warrants (including through the exercise by payment in NotesSection 5.02(e)(i). All calculations and determinations shall be made by the Company, including with respect to exercise of the Warrants by payment in Notes. The Warrant Agent shall have no duty or obligation to investigate or confirm the Company’s calculations. The Warrant Agent shall not be accountable with respect to the validity or value of any Shares or of any securities or property that may at any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Certificate, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Shares or stock certificates upon the surrender of any Warrant Certificate or Exercise Form for the purpose of exercise or upon any adjustment pursuant to Section 12 of the Warrant Certificate (including as incorporated into any Book-Entry Warrant and any Warrant Statement relating thereto)Certificate, or to comply with any of the covenants of the Company contained in the Warrant Certificate or this Agreement. The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s calculations, including its determination of the number of Shares to be issued on such exercise, pursuant to any Section of this Agreement, is accurate or correct.