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
Samples: Indenture (Symantec Corp), Indenture (Veritas Software Corp /De/), Indenture (Americredit 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 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 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 10 contracts
Samples: Indenture (Komag Inc /De/), Indenture (Tel Save Holdings Inc), Indenture (Sabratek 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 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
Samples: Indenture (Manugistics Group Inc), Indenture (Pinnacle Holdings Inc), Indenture (Nco Group 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
Samples: Indenture (St Mary Land & Exploration Co), McData Corp, McData 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 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
Samples: Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications 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 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 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. 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 hereof.
Appears in 5 contracts
Samples: Emcore Corp, Indenture (Magna Entertainment Corp), Indenture (Emcore 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 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
Samples: Invitrogen Corp, NTL Delaware Inc, Echostar Communications Corp
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 uponon, 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 on 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 uponon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111.02 in connection with that supplemental indenture.
Appears in 4 contracts
Samples: Indenture (Innovative Valve Technologies Inc), Pentegra Dental Group Inc, American Residential Services 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
Samples: 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
Samples: Supplemental Indenture (DHT Holdings, Inc.), First Supplemental Indenture (DHT Holdings, Inc.), First Supplemental Indenture (DHT Holdings, 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 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 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 ’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 hereof.
Appears in 3 contracts
Samples: Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International 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
Samples: Dte Energy Co, Dte Energy Co, Dte Energy 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 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
Samples: Indenture (Dte Energy Co), Supplemental Indenture (Dte Energy Co), Indenture (Dte Energy Co)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE 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 is obligated to file with the Trustee pursuant to Section 4.99.11 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 4ARTICLE 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 4.119.13, 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 4.119.13 hereof.
Appears in 3 contracts
Samples: Indenture (Genta Inc De/), Indenture (Genta Inc De/), Genta 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
Samples: Indenture (Quantum Corp /De/), Indenture (Quantum Corp /De/), Indenture (Tivo 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 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 4.115.10 hereof. 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 5.12, 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 5.12 hereof.
Appears in 3 contracts
Samples: Indenture (Peregrine Systems Inc), Indenture (Peregrine Systems Inc), Xm Satellite Radio Inc
Trustee’s Disclaimer. The Trustee shall have has 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 upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. 1412, 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 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 4.1114.14, 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 4.11.14.14. ARTICLE FIFTEEN
Appears in 3 contracts
Samples: Indenture (Talk America), Indenture (Talk America), Talk America
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 4.910.10 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' 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
Samples: Indenture (James River Coal CO), Indenture (James River Coal CO), Indenture (James River Coal 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 upon the Officers' ’ 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' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.11 hereof.
Appears in 3 contracts
Samples: Indenture (WebMD Health Corp.), WebMD Health Corp., WebMD Health Corp.
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
Samples: Health Care Reit Inc /De/, Health Care Reit Inc /De/, Health Care Reit Inc /De/
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 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 3 contracts
Samples: Smurfit Stone Container Corp, Smurfit Stone Container Corp, Sterling Software 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 4.911.11(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
Samples: 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 Thirteen 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 4.91305. 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 4Thirteen. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111311, 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 4.11.1311. ARTICLE FOURTEEN
Appears in 2 contracts
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
Samples: Valeant Pharmaceuticals International, Valeant Pharmaceuticals International, 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 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
Samples: 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 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
Samples: Indenture (Alpha Natural Resources, Inc.), Alpha Natural Resources, 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 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
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
Samples: Indenture (Penney J C Co Inc), Cypress Semiconductor Corp /De/
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
Samples: Anadarko Petroleum Corp, Diamond Offshore Drilling 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
Samples: Second Supplemental Indenture (Transocean Inc), Supplemental Indenture (Transocean 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 4.95.11. 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 2 contracts
Samples: Indenture (Young & Rubicam Inc), Gilat Satellite Networks LTD
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
Samples: 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 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
Samples: Indenture (Blackboard Inc), Blackboard 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 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. Unless and until the Trustee receives such Officers’ Certificate delivered pursuant to Section 4.09, the Trustee may assume without inquiry that no such adjustment has been made and the last Conversion Rate of which the Trustee has knowledge remains in effect. 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 4.11, 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
Samples: Indenture (Vertex Pharmaceuticals Inc / Ma), Indenture (Vertex Pharmaceuticals Inc / Ma)
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
Samples: Indenture (Asc Holdings Inc), American Skiing Co /Me
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
Samples: Indenture (Terremark Worldwide Inc), Indenture (Terremark Worldwide 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
Samples: Impsat Fiber Networks Inc, Impsat Fiber Networks 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
Samples: Indenture (Affymetrix Inc), Indenture (Affymetrix 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 4.94.09. 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
Samples: Metromedia Fiber Network Inc, Metromedia Fiber Network 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 4.94.12. 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
Samples: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, 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 4.97.10. 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
Samples: Indenture (Linear Technology Corp /Ca/), Linear Technology Corp /Ca/
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
Samples: Affymetrix Inc, Cadence Design Systems 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 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
Samples: First Supplemental Indenture (Natural Microsystems Corp), Natural Microsystems Corp
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
Samples: Indenture (Jefferies Group Capital Finance Inc.), First Supplemental Indenture (Jefferies Group Inc /De/)
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 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 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
Samples: Skytel Communications Inc, Mci Worldcom Inc
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' ’ 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 SecuritiesNotes, 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' ’ 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
Samples: Supplemental Indenture (Sandridge Energy Inc), Supplemental Indenture (Sandridge 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 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
Samples: Sci Systems Inc, 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
Samples: Indenture (Arris Group Inc), Arris Group Inc
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
Samples: Indenture (Guardian II Acquisition CORP), Indenture (Oscient Pharmaceuticals Corp)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment to the Conversion Rate 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, 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 4.912.02(i). 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 by the Company 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 4.1112.04, 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 4.1112.04.
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (Omnicare Inc), Omnicare 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 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
Samples: Indenture (C&d Technologies Inc), C&d Technologies 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 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 4.9. 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
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
Samples: Satisfaction and Discharge of Indenture (Actuant 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 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
Samples: First Supplemental Indenture (Brocade Communications Systems Inc)
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
Samples: Egl Inc
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.
Appears in 1 contract
Samples: New Century Financial Corp
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 Section 2.3 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 including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.92.3(j) 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 4Section 2.3. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.112.3(l), 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 4.112.3(l) hereof.
Appears in 1 contract
Samples: Second Supplemental Indenture (Adelphia Communications Corp)
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, Convertible Notes 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 4.1113.10, 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
Samples: AFG Enterprises USA, 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
Samples: Kendle International 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 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
Samples: Wells Fargo & Co/Mn
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 or 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
Samples: Indenture (Family Golf Centers Inc)
Trustee’s Disclaimer. The Trustee 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 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 4.96.9. 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 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 4.116.11, 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 4.116.11.
Appears in 1 contract
Samples: Indenture (Rambus 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 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
Samples: Incyte Pharmaceuticals 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
Samples: Affiliated Managers Group 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' 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 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2021 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' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.
Appears in 1 contract
Samples: El Paso Corp/De
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
Samples: First Supplemental Indenture (Carrizo Oil & Gas 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 bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be fully 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 4.911.05(l). 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 ’s failure to comply with any provisions of this Article 4XI. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 11.13 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 4.1111.06, 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 4.1111.06.
Appears in 1 contract
Samples: Macerich 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 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
Samples: Integra Lifesciences Holdings Corp
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 4.11.10.12 hereof. ANNEX B ARTICLE XIII
Appears in 1 contract
Samples: First Supplemental Indenture (Lakers Holding Corp.)
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
Samples: Indenture (Charys Holding Co Inc)
Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment to the Conversion Rate 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, 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 4.912.02(i). 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 by the Company 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 4.1112.04, 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 4.1112.04.
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 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 4.114.12, 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
Samples: Westmoreland Coal Co
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
Samples: 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 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 4.9. 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 4.114.10, 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 the Company is obligated to file with the Trustee pursuant to Section 4.114.10.
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 that the Company is obligated to file with deliver to the Trustee pursuant to Section 4.94.8. 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 4.117.1, 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 4.117.1.
Appears in 1 contract
Samples: Cubist Pharmaceuticals 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 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
Samples: Getty Images 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 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. Unless and until the Trustee receives such Officers’ Certificate delivered pursuant to Section 4.08, the Trustee may assume without inquiry that no such adjustment has been made and the last Conversion Rate of which the Trustee has knowledge remains in effect. 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 4.11, 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
Samples: Supplemental Indenture (Vertex Pharmaceuticals Inc / Ma)
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 4.95.09. 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 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 4.115.12, 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 4.115.12.
Appears in 1 contract
Samples: Rambus 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 4.94.9 and the notice contemplated by Section 4.10. 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 4.11, 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
Samples: Emulex Corp /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 4.95.11. 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 4.115.13, 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
Samples: Charming Shoppes 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 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
Samples: Doubleclick 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
Samples: Supplemental Indenture (Five Star Quality Care 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 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 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. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture 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 hereof.
Appears in 1 contract
Samples: Indenture (Mercer International 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 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 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 ’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 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 4.11, 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.Section
Appears in 1 contract
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
Samples: Axcan Pharma 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' 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 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 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
Samples: Gencorp Inc
Trustee’s Disclaimer. The Trustee shall have has 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 upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91211. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Convertible Debt Securities, 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 4.111213, 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 4.111213.
Appears in 1 contract
Samples: Fidelity National Financial 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 4.95.11. 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
Samples: Stillwater Mining Co /De/
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
Samples: 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 ’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
Samples: Indenture (Cheniere Energy 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. 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. 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.
Appears in 1 contract
Samples: Indenture (Macerich Co)
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
Samples: Lockheed Martin 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 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 4.94.12 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 ’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
Samples: First Supplemental Indenture (Airtran Holdings 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 Issuer 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 SecuritiesDebentures, and the Trustee shall not be responsible for the CompanyIssuer'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 Issuer 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 FIFTEEN 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 4.91509. 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 4FIFTEEN. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111511, 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 4.111511.
Appears in 1 contract
Samples: Weatherford International Inc /New/
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
