Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence. (a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit Agreement provide shall be done or performed. (b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit Agreement. In the absence of bad faith on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit Agreement. (c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to any Depositary or any owner of Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance its obligations under the Deposit Agreement. (d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities. (e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company. (f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required. (g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary. (h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever. (i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company. (j) The CDI Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Appears in 2 contracts
Samples: Deposit Agreement (Shop 'N Save-Mass, Inc.), Deposit Agreement (Delhaize Group)
Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit this Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit this Agreement provide shall be done or performed.
(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit this Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit this Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit this Agreement. In the absence of bad faith or negligence on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit this Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit this Agreement.
(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance of its obligations under the Deposit this Agreement.
(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.
(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.
(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit this Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.
(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary.
(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.
(j) The CDI Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Appears in 2 contracts
Samples: Deposit Agreement (Shop 'N Save-Mass, Inc.), Deposit Agreement (Delhaize Group)
Certain Duties and Responsibility. The CDI Depositary agrees Agents agree to perform only such duties as are specifically set forth in the Deposit this Agreement. The CDI Depositary Agents may perform or execute any of its their respective duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its their agents and attorneys and shall not be responsible for any willful misconduct or negligence of any agent or attorney appointed with due care and approved hereunderby the Company hereunder in writing, which agent or attorney shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes Agents assume no obligation nor shall it any of them be subject to any liability under the Deposit this Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith herewith, nor subject to any civil or criminal penalty if, by reason of (i) any circumstances provision of any present or future law or regulation or ordinance other act of the government of the United States, any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (ii) any provision, present or future, of the articles of association or similar document of the Company, or any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (iii) any event or circumstance, whether natural or caused by a person or persons, that is beyond the control of the CDI DepositaryAgent (including, including without limitation earthquakes, floods, severe storms, fires, acts of Godgod, war and government actionexplosions, including any lawswar, ordinancesterrorism, regulations civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; quarantines, interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the like which restrict Agent is directly or prohibit the CDI Depositary from indirectly, prevented from, forbidden to or delayed in doing or performing any act or thing that the terms of the Deposit this Agreement provide shall be done or performed.
(b) The CDI Depositary Agents shall not be liable for any exercise or failure to exercise, any discretion provided for in this Agreement, and shall not be liable for errors in judgment made in good faith unless such Agent acted with gross negligence in ascertaining the pertinent facts. The Agents shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit this Agreement or any delay other than by reason of its such Agent’s own bad faith, willful misconduct or gross negligence in the performance of its obligations under the Deposit such duties as are specifically set forth in this Agreement and in no event shall any of the CDI Depositary Agents be liable to anyone for special, punitive, indirect or consequential damages or lost profitsprofits or loss of business, arising in connection with the Deposit this Agreement. In the absence of bad faith on its their part, the CDI Depositary Agents may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary Agents and conforming to the requirements of the Deposit this Agreement, but believed by it, acting in the case of any such written noticegood faith and with reasonable care, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished genuine and to have been signed or presented by the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether proper party or not they conform to the requirements of the Deposit Agreementparties.
(c) The CDI Depositary assumes Agents assume no obligation nor shall it any of them be subject to any liability under the Deposit this Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the SecuritiesNotes or the Certificated Depositary Interests), other than that it each Agent agrees to use its act in good faith and with reasonable care in the performance its obligations under the Deposit of such duties as are specifically set forth in this Agreement.
(d) The CDI Depositary makes Agents make no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securitiesany Notes, the performance and observance by the Company of its obligations under the Global Securities any Notes or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securitiesany Notes.
(e) The CDI Depositary Agents shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company. Nor shall any of them be required to monitor the financial condition, creditworthiness, affairs, status or nature of the Company or its compliance with the Conditions of the Notes.
(f) The CDI Depositary Agents shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security Notes or in respect of the any Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit this Agreement, which in its their opinion may involve it in costs, expense or liability, unless indemnity satisfactory to it them against all costs, expenses and liability liabilities be furnished as often as may be required.
(g) The CDI Depositary Agents shall not be liable for any acts or omissions made by a successor CDI Depositary Agent whether in connection with a previous act or omission of the CDI Depositary Agent or in connection with a matter arising wholly after the removal or resignation of the CDI DepositaryAgent, unless such act or omissions of such successor CDI Depositary result from provided that the bad faith, willful misconduct or negligence of the CDI DepositaryAgent acted with good faith and with reasonable care when it acted as Agent.
(h) The CDI Depositary Agents may own and deal in any class of securities of the Company and its Affiliates and in the Securities Notes and Book-Entry Interests. The CDI Depositary Agents may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary Agents may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company or in accordance with a Company Order. The Company shall furnish to the Agents an incumbency certificate dated the date hereof, and upon any such subsequent date, prior to any issuance of Notes, as such incumbency certificate is updated by the Company. Other than as specifically set forth in this Agreement, under no circumstances shall the relevant Agent be under any obligation to act unless (i) it is instructed to do so in writing by the Company, and (ii) the Company agrees to indemnify it for any losses as a result of any such action.
(j) The CDI Depositary Agents may consult with counsel of its their selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it them hereunder in good faith and in reliance thereon.
(k) The Agents shall not be liable for any action or nonaction by it in reliance of or information from accountants, Beneficial Owners or any other person believed in good faith and acting with reasonable care to be competent to give such advice or information.
(l) The Agents shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system.
(m) The Agents shall not be responsible for any failure to carry out any instructions to vote, or for the manner in which any such vote is cast or the effect of any such vote, provided that such action or nonaction is in good faith and in acting with reasonable care. The Agents shall have no obligation to vote with respect to the CDIs or the Notes, other than to notify the Company of the voting instructions received from the Beneficial Owners of the CDIs before the relevant Instructions Cutoff Date, and assumes no liability for acting at the direction of the requisite holders.
(n) The Agents shall not be liable for the inability of the Depositary or a Beneficial Owner to benefit from any payment, offering, right or the benefit which is available to Noteholders but is not, under the terms of this Agreement, made available the Depositary or Beneficial Owners.
(o) The Agents shall have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequence that may be incurred by the Depositary or a Beneficial Owner as a result of owing or holding a Certificated Depositary Interest. The Agents shall not be liable for the inability or failure of the Depositary or a Beneficial Owner to obtain the benefit of a local or foreign tax credit, reduced rate of withholding or refund of amounts withhold in respect of tax or any other tax benefit.
(p) The Agents shall under no circumstance be required to risk or expend its own funds in performing its obligations hereunder.
(q) The Agents shall not be charged with actual or constructive knowledge of any information they deliver hereunder.
Appears in 1 contract
Samples: Deposit Agreement
Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no obligation nor provision of this Trust Agreement shall it require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to any the provisions of this Section. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee from liability under for its own gross negligent action, its own gross negligent failure to act, or its own willful misconduct. To the Deposit Agreement extent that, at law or in equity, an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Depositary with respect Trust or to the Securityholders, such Administrative Trustee shall not be liable to the Trust, any trustee or to any Certificated Depositary Interest Securityholder for such Trustee's good faith reliance on the provisions of this Trust Agreement. The Administrative Trustees shall not be liable for the default or any holder misconduct of Book-Entry Interests the Property Trustee or any other Person hereunder the Delaware Trustee. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in connection herewith ifequity, are agreed by reason of any circumstances beyond the control Depositor, the Trustees and the Securityholders to replace such other duties and liabilities of the CDI Depositary, including acts Administrative Trustees. No provision of God, war and government action, including this Trust Agreement shall be deemed to impose any laws, ordinances, regulations duty or the like which restrict or prohibit the CDI Depositary from doing or performing obligation on any Administrative Trustee to perform any act or thing that the terms of the Deposit Agreement provide acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be done illegal, or performedin which such Administrative Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to any Administrative Trustee shall be construed to be a duty.
(b) The CDI Depositary All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.
(c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) the Property Trustee shall not be liable for any act or omission error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;
(ii) the Property Trustee shall not be liable with respect to act, any action taken or omitted to be taken under the Deposit Agreement other than by reason of its own bad faith, willful misconduct or negligence it in the performance of its obligations under the Deposit Agreement and good faith in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection accordance with the Deposit Agreement. In direction of the absence Holders of bad faith on its part, not less than a majority in Liquidation Amount of the CDI Depositary may conclusively rely, as Trust Securities relating to the truth time, method and place of the statements and the correctness of the opinions expressed therein, upon conducting any written notice, request, direction, certificate, opinion or other document furnished proceeding for any remedy available to the CDI Depositary and conforming to Property Trustee, or exercising any trust or power conferred upon the requirements of the Deposit Property Trustee under this Trust Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit Agreement.;
(ciii) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to any Depositary or any owner of Book-Entry Interests (including, without limitation, liability Property Trustee's sole duty with respect to the validity or worth custody, safe keeping and physical preservation of the Securities)Subordinated Notes and the Payment Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, other than that it agrees subject to use its good faith the protections and reasonable care in limitations on liability afforded to the performance its obligations Property Trustee under this Trust Agreement and the Deposit Agreement.Trust Indenture Act;
(div) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.
(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.
(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.
(g) The CDI Depositary Property Trustee shall not be liable for any acts interest on any money received by it except as it may otherwise agree in writing with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and
(v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or omissions made by a successor CDI Depositary whether in connection the Depositor with a previous act their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or omission misconduct of the CDI Depositary Administrative Trustees or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI DepositaryDepositor.
(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.
(j) The CDI Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Appears in 1 contract
Samples: Trust Agreement (Ingersoll Rand Co)
Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit this Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit this Agreement provide shall be done or performed.
(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit this Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit such duties as are specifically set forth in this Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit this Agreement. In the absence of bad faith or negligence on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit this Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit this Agreement.
(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance its obligations under the Deposit of such duties as are specifically set forth in this Agreement.
(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.
(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.
(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit this Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.
(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary.
(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.
(j) The CDI Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Appears in 1 contract
Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit this Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit this Agreement provide shall be done or performed.
(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit this Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit such duties as are specifically set forth in this Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit this Agreement. In the absence of bad faith on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit this Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit this Agreement.
(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit this Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance its obligations under the Deposit of such duties as are specifically set forth in this Agreement.
(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.
(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.
(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit this Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.
(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor provided that the CDI Depositary result from the bad faith, willful misconduct or negligence of the exercised its good faith and reasonable care when it acted as CDI Depositary.
(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.
(j) The CDI Book Entry Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
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Samples: Deposit Agreement (Delhaize Group)
Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.
(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit Agreement provide shall be done or performed.
(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit Agreement. In the absence of bad faith on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit Agreement.
(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to any Depositary or any owner of Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance of its obligations under the Deposit Agreement.
(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.
(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.
(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.
(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary.
(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.
(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.
(j) The CDI Depositary may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Appears in 1 contract
