Common use of DEPOSITED PROPERTY; REPRESENTATIONS AND WARRANTIES Clause in Contracts

DEPOSITED PROPERTY; REPRESENTATIONS AND WARRANTIES. 8.1 Each person depositing Company Securities and to whom Depositary Receipts are to be issued or transferred pursuant to this Deposit Agreement and each Holder shall be bound as a holder by the provisions of this Deposit Agreement and shall be required to give such warranties and certifications to the Depositary as the Depositary may reasonably require. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to this Deposit Agreement and each Holder shall be deemed to represent and warrant that the Company Securities which are transferred or issued to the Custodian, with respect to which Depositary Receipts are to be issued or are so issued, are duly authorized, validly issued and outstanding, fully paid up, non-assessable and legally obtained by the person depositing such Company Securities and the person to whom Depositary Receipts are to be issued, all pre-emptive and comparable rights, if any, with respect to such Company Securities have been validly waived or exercised, such person is duly authorized to deposit such Company Securities under this Deposit Agreement and has effected a legal, valid and binding disposition of such Company Securities to the Depositary or the Custodian, such Company Securities are being transferred or, as the case may be, issued free and clear of all liens, charges, encumbrances, security interests, adverse claims or other third party interests, that such transfers or, as the case may be, such issues of Company Securities to the Custodian are not in contravention of the Articles of Association of the Company or of any contractual obligation binding on such person or the person making the transfer or of any Applicable Legislation or order binding on or affecting such person or the person making the transfer, and to the extent such person is an "affiliate" of the Company as such term is defined in Rule 144 under the Securities Act, that at the time of any transfer, sale or other disposition of such Company Securities or the Depositary Receipts representing such Company Securities (i) the Company Securities will be duly registered pursuant to an effective registration statement under the Securities Act or (ii) all of the provisions of Rule 144 under the Securities Act which enable the Company Securities to be freely sold (in the form of Depositary Receipts) will be fully complied with and, in either case, none of the Depositary Receipts representing such Company Securities will be “restricted securities” as defined in Rule 144 upon the sale thereof. The Depositary shall be entitled to refuse to accept Company Securities for deposit hereunder (i) whenever it is notified in writing by the Company that the Company has restricted the transfer thereof to comply with ownership restrictions under Applicable Legislation; (ii) if it reasonably believes that any relevant transfer is invalid or ineffective to pass title in Company Securities under any Applicable Legislation; (iii) if the Depositary is notified by or on behalf of the Company that such deposit or the issue of Depositary Receipts pursuant to this Deposit Agreement would or might result in the contravention of any Applicable Legislation; or (iv) if such deposit fails to comply with any applicable requirements of this Deposit Agreement or with such requirements as the Depositary may establish consistent with this Deposit Agreement.

DEPOSITED PROPERTY; REPRESENTATIONS AND WARRANTIES. 8.1 Each person depositing Company Securities and to whom Depositary Receipts are to be issued or transferred pursuant to this Deposit Agreement and each Holder shall be bound as a holder by the provisions of this Deposit Agreement and shall be required to give such warranties and certifications to the Depositary as the Depositary may reasonably require. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to this Deposit Agreement and each Holder shall be deemed taken to represent and warrant that the Company Securities which are transferred or issued to the Custodian, Custodian with respect to which Depositary Receipts are to be issued or are so issued, issued are duly authorized, validly issued and outstanding, fully paid up, non-assessable and legally obtained by the person depositing such Company Securities and the person to whom Depositary Receipts are to be issued, all pre-emptive and comparable rights, if any, with respect to such Company Securities have been validly waived or exercised, such person is duly authorized to deposit such Company Securities under this Deposit Agreement and has effected a legal, valid and binding disposition of such Company Securities to the Depositary or the Custodian, such Company Securities are being transferred or, as the case may be, issued free and clear of all liens, charges, encumbrances, security interests, adverse claims or other third party interests, that such transfers or, as the case may be, such issues of Company Securities to the Custodian are not in contravention of the Articles of Association of the Company or of any contractual obligation binding on such person or the person making the transfer or of any Applicable Legislation applicable law or regulation or order binding on or affecting such person or the person making the transfer, and that the deposit of such Company Securities is not required to the extent such person is an "affiliate" of the Company as such term is defined in Rule 144 be registered under the Securities Act, that at the time of any transfer, sale or other disposition of such Company Securities or the Depositary Receipts representing such Company Securities (i) the Company Securities will be duly registered pursuant to an effective registration statement under the Securities Act or (ii) all of the provisions of Rule 144 under the Securities Act which enable the Company Securities to be freely sold (in the form of Depositary Receipts) will be fully complied with and, in either case, none of the Depositary Receipts representing such Company Securities will be “restricted securities” as defined in Rule 144 upon the sale thereof. The Depositary shall be entitled to refuse to accept Company Securities for deposit hereunder (i) whenever it is notified in writing by the Company Client that the Company Client has restricted the transfer thereof to comply with ownership restrictions under Applicable Legislation; (ii) if it reasonably believes that any relevant transfer is invalid or ineffective to pass title in Company Securities under any Applicable Legislation; (iii) if the Depositary is notified by or on behalf of the Company Client that such deposit or the issue of Depositary Receipts pursuant to this Deposit Agreement would or might result in the contravention of any Applicable Legislation; or (iv) if such deposit fails to comply with any applicable requirements of this Deposit Agreement or with such requirements as the Depositary may establish consistent with this Deposit Agreement.

DEPOSITED PROPERTY; REPRESENTATIONS AND WARRANTIES. 8.1 Each person depositing Company Securities and to whom Depositary Receipts are to be issued or transferred pursuant to this Deposit Agreement and each Holder shall be bound as a holder by the provisions of this Deposit Agreement and shall be required to give such warranties and certifications to the Depositary as the Depositary may reasonably require. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to this Deposit Agreement and each Holder shall be deemed taken to represent and warrant that the Company Securities which are transferred or issued to the Custodian, Custodian with respect to which Depositary Receipts are to be issued or are so issued, issued are duly authorized, validly issued and outstandingissued, fully paid up, non-assessable assessable, which shall have the meaning set forth in Section 4.6(b)(ii), above, and legally obtained by the person depositing such Company Securities and the person to whom Depositary Receipts are to be issued, all pre-emptive and comparable rights, if any, with respect to such Company Securities have been validly waived or exercised, such person is duly authorized to deposit such Company Securities under this Deposit Agreement and has effected a legal, valid and binding disposition of such Company Securities to the Depositary or the CustodianAgreement, such Company Securities are being transferred or, as the case may be, issued free and clear of all liens, charges, encumbrances, security interests, adverse claims or other third party interests, that such transfers or, as the case may be, such issues of Company Securities to the Custodian are not in contravention of the Articles of Association of the Company or of any contractual obligation binding on such person or the person making the transfer or of any Applicable Legislation applicable law or regulation or order binding on or affecting such person or the person making the transfer, and to the extent such person is an "“affiliate" ” of the Company as such term is defined in Rule 144 under the Securities Act, that at the time of any transfer, sale or other disposition of such Company Securities or the Depositary Receipts representing such Company Securities (i) the Company Securities will be duly registered pursuant to an effective registration statement under the Securities Act or (ii) all of the provisions of Rule 144 under the Securities Act which enable the Company Securities to be freely sold (in the form of Depositary Receipts) will be fully complied with and, in either case, none all of the Depositary Receipts representing such Company Securities will not be “restricted securities” as defined in Rule 144 upon the sale thereof, and such person, and the person making such transfer shall indemnify the Depositary on demand by way of continuing indemnity from and against any Losses which it may suffer or incur by reason of any breach of any such representation and/or warranty. The Depositary shall be entitled to refuse to accept Company Securities for deposit hereunder (i) whenever it is notified in writing by the Company that the Company has restricted the transfer thereof to comply with ownership restrictions under Applicable Legislationapplicable law; (ii) if it reasonably believes that any relevant transfer is invalid or ineffective to pass title in Company Securities under any Applicable Legislationapplicable law or regulation; (iii) if the Depositary is notified by or on behalf of the Company that such deposit or the issue of Depositary Receipts pursuant to this Deposit Agreement would or might result in the contravention of any Applicable Legislationapplicable law; or (iv) if such deposit fails action is deemed necessary or advisable by the Depositary at any time or from time to comply with time because of any requirement of any applicable requirements law or of any government or governmental authority, body or agency or any regulatory authority, or under any provision of this Deposit Agreement or with such requirements as the Depositary may establish consistent with this Deposit Agreementfor any other reason.

DEPOSITED PROPERTY; REPRESENTATIONS AND WARRANTIES. 8.1 Each person depositing Company Securities and to whom Depositary Receipts are to be issued or transferred pursuant to this Deposit Agreement and each Holder shall be bound as a holder by the provisions of this Deposit Agreement and shall be required to give such warranties and certifications to the Depositary as the Depositary may reasonably require. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to this Deposit Agreement and each Holder agrees to give such warranties and certifications to the Depositary as the Depositary may reasonably require. The following warranties shall be deemed to represent and warrant that be made by (i) the Client to the extent Company Securities are deposited by the Client under this Deposit Agreement, either pursuant to a direct issuance or a transfer of Company Securities to the Custodian, or (ii) the Holder to whom Depositary Receipts are to be issued pursuant to this Deposit Agreement, to the extent Company Securities are deposited by such Holder or by any other person or entity (except the Client) on such Holder’s behalf: the Company Securities which are transferred or issued to the Custodian, Custodian with respect to which Depositary Receipts are to be issued or are so issued, issued are duly authorized, validly issued and outstanding, fully paid up, non-assessable (meaning that no further contributions on such Company Securities will be required to be made to the Client by the Holder, by reason solely of being a holder of the Company Securities) and legally obtained by the person depositing such Company Securities and the person to whom Depositary Receipts are to be issued, all pre-emptive and comparable rights, if any, with respect to such Company Securities have been validly waived or exercised, such person is duly authorized to deposit such Company Securities under this Deposit Agreement and has effected a legal, valid and binding disposition of such Company Securities to the Depositary or the Custodian, such Company Securities are being transferred or, as the case may be, issued free and clear of all liens, charges, encumbrances, security interests, adverse claims or other third party interests, that such transfers or, as the case may be, such issues of Company Securities to the Custodian are not in contravention of the Articles of Association of the Company or of any contractual obligation binding on such person or the person making the transfer or of any Applicable Legislation applicable law or regulation or order binding on or affecting such person or the person making the transfer, and that the deposit of such Company Securities is not required to the extent such person is an "affiliate" of the Company as such term is defined in Rule 144 be registered under the Securities Act, that at the time of any transfer, sale or other disposition of such Company Securities or the Depositary Receipts representing such Company Securities (i) the Company Securities will be duly registered pursuant to an effective registration statement under the Securities Act or (ii) all of the provisions of Rule 144 under the Securities Act which enable the Company Securities to be freely sold (in the form of Depositary Receipts) will be fully complied with and, in either case, none of the Depositary Receipts representing such Company Securities will be “restricted securities” as defined in Rule 144 upon the sale thereof. The Depositary shall be entitled to refuse to accept Company Securities for deposit hereunder (i) whenever it is notified in writing by the Company that the Company has restricted the transfer thereof to comply with ownership restrictions under Applicable Legislation; (ii) if it reasonably believes that any relevant transfer is invalid or ineffective to pass title in Company Securities under any Applicable Legislation; (iii) if the Depositary is notified in writing by or on behalf of the Company that such deposit or the issue of Depositary Receipts pursuant to this Deposit Agreement would or might would likely result in the contravention of any Applicable Legislation; or (iv) if such deposit fails to comply with any applicable requirements of this Deposit Agreement or with such requirements as the Depositary may establish consistent with this Deposit Agreement.