Common use of Legal Prohibitions Clause in Contracts

Legal Prohibitions. Notwithstanding anything contained in this Deposit Agreement or any ADR to the contrary, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. or Argentine laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if requested by the Depositary, an opinion of counsel addressing any actions to be taken. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. The Company shall have no obligation and shall not be subject to any liability to any Holder in such case if the Company complied with its obligation to provide timely notice to the Depositary in accordance with this Section 4.10. Any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s vote, but only if the matter would not have been approved without the shareholder’s vote. In addition, under Argentine law, shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Articles of Association may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution.

Legal Prohibitions. Notwithstanding anything else contained in this the Deposit Agreement or any ADR to the contrary, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. or Argentine laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if requested by the DepositaryDepositary (in accordance with Section 5.7 of the Deposit Agreement), an opinion of U.S. counsel addressing any actions to be taken. There can be no assurance that Holders generally Notwithstanding anything contained in the Deposit Agreement or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions ADR to the Depositary in a timely manner. The Company shall have no obligation and shall not be subject to any liability to any Holder in such case if the Company complied with its obligation to provide timely notice to contrary, the Depositary will not vote the Deposited Securities in accordance with this Section 4.104.10 unless the Company has provided to the Depositary an opinion of Argentine counsel (which may be general counsel of the Company), which states that such action is not in contravention of Argentine law or the Articles of Association (Estatutos Sociales) of the Company. Any The Company has informed the Depositary that under Argentine law as in effect as of the date hereof, (i) any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s vote, but only if the matter would not have been approved without the shareholder’s vote. In addition, under Argentine law, vote and (ii) shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Articles of Association (Estatutos Sociales) may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution. This liability may apply to Holders and Beneficial Owners of ADSs and, as a result, Holders and Beneficial Owners shall indemnify the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims that may arise against, and any liability that may be incurred by, the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates as a result of any voting instructions carried out on behalf of Holders and Beneficial Owners that give rise to such liability under Argentine law. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Legal Prohibitions. Notwithstanding anything contained in this Deposit Agreement or any ADR to the contrary, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. or Argentine laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if requested by the Depositary, an opinion of counsel addressing any actions to be taken. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. The Company shall have no obligation and shall not be subject to any liability to any Holder in such case if the Company complied with its obligation to provide timely notice to the Depositary in accordance with this Section 4.10. Any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s 's interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s 's vote, but only if the matter would not have been approved without the shareholder’s 's vote. In addition, under Argentine law, shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Articles of Association may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution.

Legal Prohibitions. Notwithstanding anything else contained in this the Deposit Agreement or any ADR to the contrary, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Securities if the taking of such action would violate U.S. or Argentine laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Deposited Securities and to deliver to the Depositary, if requested by the DepositaryDepositary (in accordance with Section 5.7), an opinion of U.S. counsel addressing any actions to be taken. There can be no assurance that Holders generally Notwithstanding anything contained in this Deposit Agreement or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions ADR to the Depositary in a timely manner. The Company shall have no obligation and shall not be subject to any liability to any Holder in such case if the Company complied with its obligation to provide timely notice to contrary, the Depositary will not vote the Deposited Securities in accordance with this Section 4.104.10 unless the Company has provided to the Depositary an opinion of Argentine counsel (which may be general counsel of the Company), which states that such action is not in contravention of Argentine law or the Articles of Association (Estatutos Sociales) of the Company. Any The Company has informed the Depositary that under Argentine law as in effect as of the date hereof, (i) any shareholder (including the holders of Deposited Securities) of the Company who votes on any matter involving the Company in which the shareholder’s interests conflict with the interests of the Company may be liable under Argentine law for damages to the Company resulting from such shareholder’s vote, but only if the matter would not have been approved without the shareholder’s vote. In addition, under Argentine law, vote and (ii) shareholders who vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law, applicable Argentine regulations or the Articles of Association (Estatutos Sociales) may be held jointly and severally liable for damages to the Company, other shareholders or third parties resulting from that resolution. This liability may apply to Holders and Beneficial Owners of ADSs and, as a result, Holders and Beneficial Owners shall indemnify the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims that may arise against, and any liability that may be incurred by, the Company, the Depositary, the Custodian and any of their respective directors, employees, agents and Affiliates as a result of any voting instructions carried out on behalf of Holders and Beneficial Owners that give rise to such liability under Argentine law. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.