Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 28 contracts
Sources: Indenture (Symantec Corp), Indenture (Fair Isaac Corp), Indenture (Global Telesystems Group Inc)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officer’s Certificate and Opinion of Counsel, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. , including, without limitation, whether or not a Supplemental Indenture is required to be executed.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.10.
Appears in 10 contracts
Sources: Indenture (Diversified Contractors Inc), Indenture (Anixter International Inc), Indenture (Mylan Bertek Pharmaceuticals Inc.)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 6 contracts
Sources: Indenture (Waste Connections Inc/De), Indenture (Nco Group Inc), Indenture (Waste Connections Inc/De)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.12 hereof.
Appears in 5 contracts
Sources: Indenture (NTL Delaware Inc), Indenture (Akamai Technologies Inc), Indenture (Akamai Technologies Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 5 contracts
Sources: Supplemental Indenture (McData Corp), Supplemental Indenture (McData Corp), Indenture (St Mary Land & Exploration Co)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.
Appears in 5 contracts
Sources: Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.
Appears in 4 contracts
Sources: Indenture (Oscient Pharmaceuticals Corp), Indenture (Oscient Pharmaceuticals Corp), Indenture (Oscient Pharmaceuticals Corp)
Trustee’s Disclaimer. The Trustee and the Conversion Agent shall have no duty to determine when an adjustment under this Article 4 6 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.96.09. The Neither the Trustee nor the Conversion Agent makes no any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee and the Conversion Agent shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 46. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.116.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.116.12.
Appears in 4 contracts
Sources: Second Supplemental Indenture (DHT Holdings, Inc.), First Supplemental Indenture (DHT Holdings, Inc.), First Supplemental Indenture (DHT Holdings, Inc.)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9712. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesDebentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11714, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11714.
Appears in 3 contracts
Sources: Supplemental Indenture (Dte Energy Co), Supplemental Indenture (Dte Energy Co), Supplemental Indenture (Dte Energy Co)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 VIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.98.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4VIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.118.12 hereof, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.118.12 hereof.
Appears in 3 contracts
Sources: Supplemental Indenture (Health Care Reit Inc /De/), Supplemental Indenture (Health Care Reit Inc /De/), Supplemental Indenture (Health Care Reit Inc /De/)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 410. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.
Appears in 3 contracts
Sources: Indenture (Tivo Inc), Indenture (Quantum Corp /De/), Indenture (Quantum Corp /De/)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9612. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11614, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11614.
Appears in 3 contracts
Sources: Supplemental Indenture (Dte Energy Co), Supplemental Indenture (Dte Energy Co), Supplemental Indenture (Dte Energy Co)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.12. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.06.
Appears in 2 contracts
Sources: Indenture (Blackboard Inc), Indenture (Blackboard Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 3 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.93.09. The Trustee makes no representation as to the validity or value of any securities Securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 43. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.113.11.
Appears in 2 contracts
Sources: Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc), Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 2 contracts
Sources: Indenture (Cypress Semiconductor Corp /De/), Indenture (Penney J C Co Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.
Appears in 2 contracts
Sources: Indenture (Affymetrix Inc), Indenture (Affymetrix Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 5.13, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 5.13.
Appears in 2 contracts
Sources: Supplemental Indenture (Sci Systems Inc), Supplemental Indenture (Sci Systems Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.11 hereof.
Appears in 2 contracts
Sources: Indenture (Arris Group Inc), Indenture (Arris Group Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.
Appears in 2 contracts
Sources: Indenture (Affymetrix Inc), Indenture (Cadence Design Systems Inc)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officers Certificate and/or an Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.04.
Appears in 2 contracts
Sources: Indenture (Bowater Inc), Indenture (AbitibiBowater Inc.)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officers Certificate and/or an Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. 10.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' officers, Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.05.
Appears in 2 contracts
Sources: Indenture (Providence Service Corp), Indenture (Providence Service Corp)
Trustee’s Disclaimer. The Trustee and the Conversion Agent shall have no duty to determine when an adjustment under this Article 4 XIV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 4.914.08. The Trustee makes and the Conversion Agent make no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4XIV. The Trustee and the Conversion Agent shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 4.1114.10.
Appears in 2 contracts
Sources: Indenture (Vector Group LTD), Indenture (Vector Group LTD)
Trustee’s Disclaimer. The Trustee shall have has no duty to make any calculations under this Article X, to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.
Appears in 2 contracts
Sources: Indenture (Terremark Worldwide Inc), Indenture (Terremark Worldwide Inc)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 15 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.915.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesDebentures, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. 15.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1116.05.
Appears in 2 contracts
Sources: Indenture (Mentor Graphics Corp), Indenture (Mentor Graphics Corp)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate and Opinion of Counsel, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 2 contracts
Sources: Indenture (Mgi Pharma Inc), Indenture (Pinnacle Airlines Corp)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in conclusively relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 2 contracts
Sources: Indenture (Iac/Interactivecorp), Indenture (Ask Jeeves Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Fourteen should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2020 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Fourteen. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.
Appears in 2 contracts
Sources: Supplemental Indenture (Anadarko Petroleum Corp), Second Supplemental Indenture (Diamond Offshore Drilling Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.08 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued or delivered upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.10 hereof.
Appears in 2 contracts
Sources: First Supplemental Indenture (Jefferies Group Capital Finance Inc.), First Supplemental Indenture (Jefferies Group Inc /De/)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which IAC or the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure of IAC or the Company to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in conclusively relying upon, the Officers' Certificate with respect thereto which IAC or the Company is obligated to file with the Trustee pursuant to Section 4.114.10.
Appears in 2 contracts
Sources: First Supplemental Indenture (Iac/Interactivecorp), Second Supplemental Indenture (Iac/Interactivecorp)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 2 contracts
Sources: Supplemental Indenture (Natural Microsystems Corp), Supplemental Indenture (Natural Microsystems Corp)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 14 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.914.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 414. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1114.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1114.11.
Appears in 2 contracts
Sources: Indenture (Oscient Pharmaceuticals Corp), Indenture (Guardian II Acquisition CORP)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.08, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.08.
Appears in 2 contracts
Sources: Indenture (Linear Technology Corp /Ca/), Indenture (Linear Technology Corp /Ca/)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XI should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4XI. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Opinion of Counsel and Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11 hereof. The Conversion Agent and the Bid Solicitation Agent shall have the same protections under this Section 11.12 as the Trustee.
Appears in 2 contracts
Sources: Supplemental Indenture (Alpha Natural Resources, Inc.), Supplemental Indenture (Alpha Natural Resources, Inc.)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Eleven should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2037 Notes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4Eleven. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Transocean Inc), Supplemental Indenture (Transocean Inc)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate ’ Certificate, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1114.04.
Appears in 2 contracts
Sources: Indenture (American Medical Systems Holdings Inc), Indenture (American Medical Systems Holdings Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.
Appears in 2 contracts
Sources: Indenture (Protein Design Labs Inc/De), First Supplemental Indenture (Lakers Holding Corp.)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities Notes or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 2 contracts
Sources: Indenture (Metromedia Fiber Network Inc), Indenture (Metromedia Fiber Network Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is Obligors are obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Obligors' failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is Obligors are obligated to file with the Trustee pursuant to Section 4.11.
Appears in 2 contracts
Sources: Indenture (Valeant Pharmaceuticals International, Inc.), Indenture (Valeant Pharmaceuticals International)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.
Appears in 2 contracts
Sources: Indenture (C&d Technologies Inc), Indenture (C&d Technologies Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine if the conditions precedent to the Company's redemption rights under Section 3 have been satisfied and to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 2 contracts
Sources: Indenture (Asc Holdings Inc), Indenture (American Skiing Co /Me)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.12. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 2 contracts
Sources: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9SECTION 10.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. ARTICLE X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11SECTION 10.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11SECTION 10.12 hereof.
Appears in 2 contracts
Sources: Indenture (SFBC International Inc), Indenture (Medis Technologies LTD)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.11(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.14, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11(k).
Appears in 2 contracts
Sources: Indenture (American Express Co), Indenture (American Express Co)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which either the Company or the Guarantor is obligated to file with the Trustee pursuant to Section 4.910.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company Guarantor is obligated to file with the Trustee pursuant to Section 4.1110.11 hereof.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Issuer’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 11 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.07(m). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 411. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.07(m).
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 XII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2006 Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.11.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.13.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officer’s Certificate of the Company or Parent, including the Officers' Officer’s Certificate of Parent with respect thereto which the Company Parent is obligated to file with the Trustee pursuant to Section 4.95.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s or Parent’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company Parent is obligated to file with the Trustee pursuant to Section 4.115.11.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11.
Appears in 1 contract
Sources: Indenture (Actuant Corp)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.
Appears in 1 contract
Sources: Indenture (Doubleclick Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to make any calculations under this ARTICLE X, to determine when an adjustment under this Article 4 ARTICLE X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9SECTION 10.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. ARTICLE X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11SECTION 10.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11SECTION 10.12 hereof.
Appears in 1 contract
Sources: Indenture (Terremark Worldwide Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.13. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.15, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.13.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11.
Appears in 1 contract
Sources: Indenture (Polymedica Corp)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 XI should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2020 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XI. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11.
Appears in 1 contract
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in acting and relying upon, an Officers' Certificate and Opinion of Counsel, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.7. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. IV.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.9, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.9.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 Twelve should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.11 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Convertible Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Twelve. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.13 hereof.
Appears in 1 contract
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. , including, without limitation, whether or not a supplemental indenture is required to be executed.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.10.
Appears in 1 contract
Sources: Indenture (Morgans Hotel Group Co.)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.05. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.07(m). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.07(m).
Appears in 1 contract
Sources: Indenture (DST Systems Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.
Appears in 1 contract
Sources: Indenture (Cheniere Energy Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to -------------------- determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesConvertible Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.5.13. -36-
Appears in 1 contract
Trustee’s Disclaimer. The Trustee (which for purposes of this Section 9.13 shall have include the Conversion Agent, Registrar and Paying Agent) has no duty to determine when an adjustment under this Article 4 IX should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.99.10 hereof. The Trustee makes no representation as to the validity or value of any securities Notes or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure by the Issuer to comply with any provisions of this Article 4IX. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.119.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.119.12 hereof.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Four should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Four. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11411.
Appears in 1 contract
Sources: Indenture (Jakks Pacific Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Officer's Certificate, including the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.7.11. 50
Appears in 1 contract
Sources: Indenture (Unisource Energy Corp)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Conversion Price, amount of Common Stock to be received upon conversion, and the amount of cash payment in lieu of fractional shares shall be calculated and determined by the Company, and Trustee may rely conclusively thereon and shall have no liability for any distributions made in accordance with such calculations by the Company. The Trustee makes no representation as to the validity of value or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.11(l). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.14, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11(l).
Appears in 1 contract
Sources: Indenture (Wells Fargo & Co/Mn)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9SECTION 10.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. ARTICLE X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11SECTION 10.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11SECTION 10.13 hereof.
Appears in 1 contract
Sources: Indenture (Charys Holding Co Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including in good faith upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4V, except as provided in Article IX. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but but, except as provided in Article IX, may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.
Appears in 1 contract
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officers Certificate and/or an Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. 10.
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.10, but may accept Table of Contents as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' officers, Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.05.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.
Appears in 1 contract
Sources: Indenture (Gencorp Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine if the conditions precedent to the Company's redemption rights under Section 3 have been satisfied and to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Indenture (Boston Chicken Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company WPP is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the CompanyWPP's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company WPP is obligated to file with the Trustee pursuant to Section 4.115.13.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Indenture (Skyworks Solutions Inc)
Trustee’s Disclaimer. The Trustee and the Conversion Agent shall have no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 4.913.08. The Trustee makes and the Conversion Agent make no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4XIII. The Trustee and the Conversion Agent shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 4.1113.08.
Appears in 1 contract
Sources: Indenture (Vector Group LTD)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.912.11(m). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the CompanyIssuer's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.14, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.1112.11(m).
Appears in 1 contract
Sources: Indenture (Getty Images Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is and Parent are obligated to file with the Trustee pursuant to Section 4.95.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's or Parent's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company or Parent is obligated to file with the Trustee pursuant to Section 4.115.11.
Appears in 1 contract
Sources: Indenture (Fairchild Semiconductor International Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.07(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesSenior Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.07(k).
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Twelve should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4Twelve. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.11.
Appears in 1 contract
Sources: First Supplemental Indenture (Carrizo Oil & Gas Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Brocade’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Supplemental Indenture (Brocade Communications Systems Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91010 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111012, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.1012 hereof. ARTICLE ELEVEN SUBORDINATION
Appears in 1 contract
Sources: Indenture (Axcan Pharma Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to monitor or determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11.
Appears in 1 contract
Sources: Indenture (Actuant Corp)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate of Brocade including the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Brocade’s failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate of Brocade with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Second Supplemental Indenture (Brocade Communications Systems Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Notes and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4XIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.10.
Appears in 1 contract
Sources: Indenture (FP Technology, Inc.)
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Purchase Agreement (Lexar Media Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 3 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.93.09. The Trustee makes no representation as to the validity or value of any securities Securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 43. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.113.11.
Appears in 1 contract
Sources: Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.
Appears in 1 contract
Sources: Indenture (Rambus Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XI should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4XI. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11 hereof.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 12 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with in respect thereto thereof which the Company is obligated to file with the Trustee pursuant to Section 4.912.13. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Notes and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 412. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.15, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with in respect thereto thereof which the Company is obligated to file with the Trustee pursuant to Section 4.1112.15.
Appears in 1 contract
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Fourteen should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2031 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Fourteen. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.
Appears in 1 contract
Sources: Third Supplemental Indenture (Diamond Offshore Drilling Inc)
Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.
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Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.. -39-
Appears in 1 contract
Sources: Indenture (Bell Microproducts Inc)
Trustee’s Disclaimer. 4.10.1 The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in acting and relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.7. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. .
4.10.2 The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.9, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.9.
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Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 ARTICLE FOUR should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9411. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4ARTICLE FOUR. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11413, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11411.
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Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.11 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.13 hereof.
Appears in 1 contract
Sources: Indenture (BPZ Resources, Inc.)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with with, and shall not be under a duty independently to monitor or enforce the Company’s compliance with, any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.
Appears in 1 contract
Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. .
(b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
Appears in 1 contract
Sources: Indenture (Bell Microproducts Inc)