Common use of Indemnification by the Depositary Clause in Contracts

Indemnification by the Depositary. The Depositary will indemnify the Company against, and hold it harmless from, any loss, liability, damage, cost or reasonable out-of-pocket expense (including the reasonable costs and expenses of defending itself) which may arise solely from third-party claims based directly on acts performed, suffered or omitted to be taken by the Depositary, including when such Depositary acts as Registrar, or the Depositary’s Agents in connection with this Deposit Agreement due to its or their gross negligence, willful misconduct or omission, bad faith or fraud (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The obligations of the Depositary set forth in this Section 5.07 shall survive any termination of this Deposit Agreement and any succession of any Depositary, Registrar or Depositary’s Agent.