FEES AND EXPENSES PAYABLE BY HOLDERS. 11.1 The Depositary shall be entitled to charge Holders in respect of the provision of its services under this Deposit Agreement the fees and expenses notified from time to time. 11.2 if any fees, taxes, duties or charges shall become payable by or on behalf of the Custodian or the Depositary with respect to any Depositary Receipts or any Deposited Securities represented by the Depositary Receipts, including without limitation the issuance, holding, or transfer thereof, or any distribution on any of the foregoing, without prejudice of the terms of this Deposit Agreement such fees, taxes, duties or charges shall be paid by the Holder thereof to the Depositary. The Depositary may refuse to effect any registration of Depositary Receipts or any withdrawal of the underlying Deposited Securities until such payment is made. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder thereof all or any part of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge. The Holder shall remain liable for any deficiency. Upon any such sale, the Depositary shall, if appropriate, reduce the number of Depositary Receipts evidenced by any Certificate held by such Holder to reflect any such sale and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder.
Appears in 2 contracts
Samples: Agreement for the Provision of Depositary Services and Custody Services (Gates Industrial Corp PLC), Agreement for the Provision of Depositary Services and Custody Services (Gates Industrial Corp PLC)
FEES AND EXPENSES PAYABLE BY HOLDERS. 11.1 The Depositary shall be entitled to charge Holders in respect of the provision of its services under this Deposit Agreement the fees and expenses notified from time to timetime and not payable by the Company hereunder.
11.2 if If any fees, costs, taxes, duties or charges shall become payable by or on behalf of the Custodian or the Depositary with respect to any Depositary Receipts or any part of the Deposited Securities represented by the Depositary ReceiptsProperty, including without limitation the issuance, holding, or transfer thereof, or any income, distribution on or capital or other payment arising from any of the foregoingforegoing or any proceeds of the sale thereof, without prejudice of the terms of this Deposit Agreement such fees, taxes, duties or charges shall be paid by the Holder thereof to the Depositary. The Depositary may refuse to effect any registration of Depositary Receipts or any withdrawal of the underlying Deposited Securities until such payment is made. The Depositary may also deduct from any income, distributions or capital or other payment on or in respect of of, or arising from, Deposited Securities, or may sell by public or private sale for the account of the Holder thereof all or any part of such Deposited Securities Property, provided that such Holder has failed to pay such amounts within three (3) days after attempting by the Depositary provides reasonable means notice to notify the Holder hereof prior of its intent to make such deduction or sale), and the Depositary may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge. The Holder shall remain liable for any deficiency. Upon any such sale, the Depositary shall, if appropriate, reduce the number of Depositary Receipts evidenced by any Certificate held by such Holder to reflect any such sale and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary need not obtain any such consent and shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.
Appears in 2 contracts
Samples: Agreement for the Provision of Depositary Services and Custody Services (Kiniksa Pharmaceuticals International, PLC), Agreement for the Provision of Depositary Services and Custody Services (Kiniksa Pharmaceuticals International, PLC)
FEES AND EXPENSES PAYABLE BY HOLDERS. 11.1 The Depositary shall be entitled to charge Holders in respect of the provision of its services under this Deposit Agreement fees and reasonable expenses incurred by Computershare and not payable by the Company hereunder. Holders will be deemed to be aware of any and all such fees and expenses notified from time to timeprovided for in this Deposit Agreement. Notwithstanding the foregoing, the Depositary agrees that it shall not charge Holders (i) any Depositary Receipt issuance or cancellation fees, (ii) any cash distribution and/or cash dividend fees or (iii) an annual administrative servicing fee (DSF).
11.2 if If any fees, taxescosts, duties Taxes or charges (including stamp duty and stamp duty reserve tax, except to the extent any such tax is payable as a consequence of the warranties in Section 5.8 being breached, or as a consequence of any of the matters warranted in Section 5.8 not being correct on the date of this Deposit Agreement or ceasing to be correct after the date of this Deposit Agreement other than as a result of changes in Applicable Legislation, in each case in relation to Computershare, the Custodian and/or any Affiliate Assignee who provides Depositary Services) shall become payable by or on behalf of the Custodian or the Depositary with respect to any Depositary Receipts or any part of the Deposited Securities represented by the Depositary ReceiptsProperty, including without limitation the issuance, holding, or transfer thereof, or any income, distribution on or capital or other payment arising from any of the foregoingforegoing or any proceeds of the sale thereof, without prejudice of the terms of this Deposit Agreement such fees, taxes, duties Taxes or charges shall be paid by the Holder thereof to the Depositary. The Depositary may refuse to effect any registration of Depositary Receipts or any withdrawal of the underlying Deposited Securities until such payment in respect of such fees, Taxes or charges is made. The Depositary may also deduct from any income, distributions or capital or other payment on or in respect of of, or arising from, Deposited Securities, or may sell by public or private sale for the account benefit of the Holder thereof all or any part of such Deposited Securities (Property to the extent necessary to pay such fees, Taxes and/or charges, provided that any such sale shall be made only if such Holder has failed to pay such amounts within 3 business days after attempting by the Depositary provides reasonable means notice to notify the Holder hereof prior of its intent to such make the sale), and the Depositary may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental chargefees, Taxes and/or charges. The Holder shall remain liable for any deficiency. Upon any such sale, the Depositary shall, if appropriate, reduce the number of Depositary Receipts evidenced by any Certificate held by such Holder to reflect any such sale and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge fees, Taxes and/or charges to the Holder. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary need not obtain any such consent and shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.
Appears in 2 contracts
Samples: Agreement for the Provision of Depositary Services and Custody Services, Agreement for the Provision of Depositary Services and Custody Services (DTZ Jersey Holdings LTD)
FEES AND EXPENSES PAYABLE BY HOLDERS. 11.1 The Depositary shall be entitled to charge Holders in respect If any fees of the provision of its services under this Deposit Agreement the fees and expenses notified from time to time.
11.2 if any feesthird party, or any costs, taxes, duties or charges shall become payable by or on behalf of the Custodian or the Depositary with respect to any Depositary Receipts or any part of the Deposited Securities represented by the Depositary ReceiptsProperty, including without limitation the issuance, holding, or transfer thereof, or any income, distribution on or capital or other payment arising from any of the foregoingforegoing or any proceeds of the sale thereof, without prejudice of the terms of this Deposit Agreement such fees, taxes, duties or charges shall be paid by the Holder thereof or the Client to the Depositary. The Depositary may refuse to effect any registration of Depositary Receipts or any withdrawal of the underlying Deposited Securities until such payment is made. The Depositary may also deduct from any income, distributions or capital or other payment on or in respect of of, or arising from, Deposited Securities, or may sell by public or private sale for the account of the Holder thereof all or any part of such Deposited Securities (Property, provided that neither such Holder nor the Client has paid such amounts within 5 business days after attempting by the Depositary provides reasonable means notice to notify the Holder hereof prior and the Client of its intent to make such deduction or sale), and the Depositary may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge. The Holder shall remain liable for any deficiency. Upon any such sale, the Depositary shall, if appropriate, reduce the number of Depositary Receipts evidenced by any Certificate held by such Holder to reflect any such sale and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge to the Holder. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary need not obtain any such consent and shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.
Appears in 1 contract
Samples: Agreement for the Provision of Depositary Services and Custody Services (Tronox Holdings PLC)
FEES AND EXPENSES PAYABLE BY HOLDERS. 11.1 The Depositary shall be entitled to charge Holders in respect of the provision of its services under this the Deposit Agreement fees and reasonable expenses incurred by the Depositary and not payable by the Company under the Deposit Agreement. Holders will be deemed to be aware of any and all such fees and expenses notified from time to time.
11.2 if provided for in the Deposit Agreement. Notwithstanding the foregoing, the Depositary agrees that it shall not charge Holders (i) any Depositary Receipt issuance or cancellation fees, (ii) any cash distribution and/or cash dividend fees or (iii) an annual administrative servicing fee (DSF). If any fees, taxescosts, duties Taxes or charges (including stamp duty and stamp duty reserve tax, except to the extent any such tax is payable as a consequence of the warranties in Section 5.8 of the Deposit Agreement being breached, or as a consequence of any of the matters warranted in Section 5.8 of the Deposit Agreement not being correct on the date of the Deposit Agreement or ceasing to be correct after the date of the Deposit Agreement other than as a result of changes in Applicable Legislation, in each case in relation to the Depositary, the Custodian and/or any Affiliate Assignee who provides Depositary Services) shall become payable by or on behalf of the Custodian or the Depositary with respect to any Depositary Receipts or any part of the Deposited Securities represented by the Depositary ReceiptsProperty, including without limitation the issuance, holding, or transfer thereof, or any income, distribution on or capital or other payment arising from any of the foregoingforegoing or any proceeds of the sale thereof, without prejudice of the terms of this the Deposit Agreement such fees, taxes, duties Taxes or charges shall be paid by the Holder thereof to the Depositary. The Depositary may refuse to effect any registration of Depositary Receipts or any withdrawal of the underlying Deposited Securities until such payment in respect of such fees, Taxes or charges is made. The Depositary may also deduct from any income, distributions or capital or other payment on or in respect of of, or arising from, Deposited Securities, or may sell by public or private sale for the account benefit of the Holder thereof all or any part of such Deposited Securities (Property to the extent necessary to pay such fees, Taxes and/or charges, provided that any such sale shall be made only if such Holder has failed to pay such amounts within 3 business days after attempting by the Depositary provides reasonable means notice to notify the Holder hereof prior of its intent to such make the sale), and the Depositary may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental chargefees, Taxes and/or charges. The Holder shall remain liable for any deficiency. Upon any such sale, the Depositary shall, if appropriate, reduce the number of Depositary Receipts evidenced by any Certificate held by such Holder to reflect any such sale and shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such tax or other governmental charge fees, Taxes and/or charges to the Holder. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary need not obtain any such consent and shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.
Appears in 1 contract
Samples: Agreement for the Provision of Depositary Services and Custody Services (DTZ Jersey Holdings LTD)