Common use of Duties and liabilities of Depositary Clause in Contracts

Duties and liabilities of Depositary. The Depositary shall not be liable under this Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of such duties as are specifically set forth in this Agreement. The Depositary shall not be liable for any damages resulting from the transfer or delivery of the Global Notes in accordance with the terms of this Agreement. In the absence of bad faith on its part, the Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Depositary and conforming to the requirements of this Agreement, but in the case of any such statements, certificates or opinions that by any provision hereof are required to be furnished to the Depositary, the Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. The Depositary may request and rely and shall be protected in acting in reliance upon any written notice, request or direction believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.