Common use of Liability for Taxes and Other Charges Clause in Contracts

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 60 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 54 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 53 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Scage International LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 49 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.87.10 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 47 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.87.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 47 contracts

Samples: Deposit Agreement (WeRide Inc.), Deposit Agreement (Lotus Technology Inc.), Deposit Agreement (Jinxin Technology Holding Co)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.87.10 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 32 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 32 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up split‑up or combination of ADRs and (subject to Section 7.87.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 27 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 26 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Molecular Partners Ag), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 24 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 24 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 22 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 22 contracts

Samples: Deposit Agreement (ZKH Group LTD), Deposit Agreement (ZKH Group LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 20 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 20 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Jiayin Group Inc.), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby . The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 18 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Molecular Partners Ag), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 17 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 17 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Grifols SA), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 17 contracts

Samples: Deposit Agreement (Invitel Holdings a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Joint Stock Co Sitronics)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.87.10 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 15 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bona Film Group LTD), Deposit Agreement (Bona Film Group LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 14 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 13 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Le Gaga Holdings LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.87.9) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 12 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 12 contracts

Samples: Deposit Agreement (Scage International LTD), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (DoubleDown Interactive Co., Ltd.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 11 contracts

Samples: Amended and Restated Deposit Agreement (Citibank,N.A./ADR), Amended and Restated Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 11 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Niu Technologies), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment payment, of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 11 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 11 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.87.10) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 11 contracts

Samples: Deposit Agreement (Himax Technologies, Inc.), Deposit Agreement (Melco PBL Entertainment (Macau) LTD), Deposit Agreement (Software Ag)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 10 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (9F Inc.), Deposit Agreement (9F Inc.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 10 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Niu Technologies)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents, in the case of the Depositary) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 10 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 10 contracts

Samples: Deposit Agreement (Arm Holdings PLC /Uk), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Trident Digital Tech Holdings Ltd.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this the paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, to register the transfertransfer of ADSs, to register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (NuCana PLC), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Exscientia LTD)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.87.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents, in the case of the Depositary) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up split‑up or combination of ADRs and (subject to Section 7.87.10 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 8 contracts

Samples: Deposit Agreement (Viomi Technology Co., LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Innocoll AG)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (NIP Group Inc.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BICYCLE THERAPEUTICS LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this the paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 7 contracts

Samples: Deposit Agreement, Deposit Agreement (Lufax Holding LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable tax, penalties or interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8paragraph (25) of this ADR) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BeiGene, Ltd.), Deposit Agreement (BeiGene, Ltd.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Eligible Securities and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. (a) The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions distribution and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargesother governmental charges that are or may be payable in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition If any tax or other governmental charge shall or may become payable by the Custodian or the Depositary (or their respective nominees) with respect to any Deposited Securities represented by ADSs, such tax or other remedies available governmental charge shall be payable by the Holders and Beneficial Owners of ADSs to it, the Depositary and as set forth below in Section 3.2 of the Custodian may refuse the deposit of Shares, and the Deposit Agreement. The Depositary may refuse to issue effect any transfer of ADSs, to Deliver ADRs, register the transfer, or split-up or combination of ADRs and (subject to Section 7.8) the any Receipt(s), or any withdrawal of Deposited Securities, Securities represented by ADSs until such payment in full of such tax, charge, penalty or interest is receivedmade. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. (b) In the event the definitive amount of any taxes or other governmental charges that may be payable in respect of the Deposited Securities is known by the Company at the time any distribution is made in respect of such Deposited Securities, the Company shall (i) withhold, and pay over to the appropriate governmental authority, such definitive amount, or (ii) instruct the Depositary (with a copy to the Custodian) as to such withholding, including such known definitive amount, and the Depositary shall cause the Custodian to withhold, and pay over to such governmental authority, such definitive amount. (c) In the event the definitive amount of any taxes or other governmental charges that may be payable in respect of the Deposited Securities is not known by the Company at the time any distribution is made in respect of such Deposited Securities (e.g., in the event of a provisional withholding tax), the Company shall (i) calculate (A) the maximum amount of taxes or other governmental charges that may be payable in respect of such distribution (the “Maximum Tax Amount”), and (B) the amount of the tax or other governmental charge that is then known and required to be paid in respect of such distribution (the “Provisional Tax Amount”), and (ii) either (A) withhold from such distribution the Maximum Tax Amount, or (ii) instruct the Depositary (with a copy to the Custodian) as to such withholding, including the calculated Maximum Tax Amount and Provisional Tax Amount, and the Depositary shall cause the Custodian to withhold from such distribution the Maximum Tax Amount. The obligations Notwithstanding anything herein to the contrary, if the Company fails to specify the Maximum Tax Amount in its instruction to the Depositary pursuant to the preceding sentence, the Depositary may calculate the Maximum Tax Amount in consultation with Chilean counsel and cause the Custodian to withhold the Maximum Tax Amount so calculated. After withholding the Maximum Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (x) pay over to the appropriate governmental authority the Provisional Tax Amount and (y) hold in escrow in a non-interest bearing account the remaining portion of the Maximum Tax Amount not paid over to the governmental authorities (the “Escrow Amount”) pending final determination by the Company of the definitive amount of the taxes or other governmental charges that are payable in respect of that distribution (the “Final Tax Amount”). (d) If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, additional taxes or governmental charges are payable (including, without limitation, any interest and penalties that may be levied) in respect of such distribution in excess of the Provisional Tax Payment (such excess, the “Additional Tax Amount”), the Company shall, as applicable, (i) remit from the Escrow Amount (A) to the applicable tax authorities the Additional Tax Amount, and (B) to the Custodian, for distribution to the ADS Holders as of the applicable ADS Record Date for that distribution, the balance of the Escrow Amount, if any, or (ii) inform the Depositary (with a copy to the Custodian) of the Additional Tax Amount and the Depositary shall cause the Custodian to remit from the Escrow Amount (A) to the applicable tax authorities, the Additional Tax Amount, and (B) to the ADS Holders as of the applicable ADS Record Date for that distribution, the balance of the Escrow Amount. Any distribution of the Escrow Amount to ADS Holders pursuant to the preceding sentence shall be made in accordance with the terms, and subject to the conditions, of the Deposit Agreement. (e) If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, the Provisional Tax Amount exceeds the Final Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (i) use reasonable efforts to reclaim from the applicable tax authorities the excess of the Provisional Tax Payment over the Final Tax Amount, and (ii) remit the amount of such excess and the balance of the Escrow Amount (if any) to (A) the Depositary for distribution the ADS Holders as of the applicable ADS Record Date for that distribution (if the Escrow Amount is being held by the Custodian), or (B) the Custodian for remittance to the Depositary for distribution to such ADS Holders as of the applicable ADR Record Date (if the Escrow Amount is being held by the Company), in each case, in accordance with the terms, and subject to the conditions, of the Deposit Agreement. (f) If, upon the final determination of the Final Tax Amount in respect of a distribution, the Final Tax Amount exceeds the Maximum Tax Amount, the amount of such tax deficiency shall be payable by the Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive ADSs (as of the applicable ADS Record Date for that distribution) to the Depositary for payment of the applicable tax deficiency. The Depositary may refuse to effect any transfer of ReceiptsADSs, or split-up or combination of any surrender of Receipts and Receipt(s) or any withdrawal of Deposited SecuritiesSecurities represented by ADSs until such payment is made, and may withhold any dividends or other distributions, and may sell for the account of the Holders and Beneficial Owners any part or all of the Deposited Securities represented by ADSs, and may apply such dividends or other distributions and the proceeds of any such sale in payment of the balance of such tax or other governmental charge that is due, the Holders and Beneficial Owners of ADSs remaining liable for any deficiency. (g) The Depositary shall cause the Custodian to take all actions required or necessary in order for the Depositary to fulfill its obligations under Section 3.2 of the Deposit Agreement. No interest shall be payable in respect of any amounts held by the Company, the Depositary or the termination Custodian under the terms of this Section 3.2 of the Deposit Agreement. None of the Company, the Depositary or the Custodian shall incur any liability in respect of any funds payable, held or remitted pursuant to Section 3.2 of the Deposit Agreement for losses that may be incurred as a result of currency fluctuations.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Enersis S.A.), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Le Gaga Holdings LTD), Deposit Agreement (China Auto Rental Holdings Inc.), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this the paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, to register the transfertransfer of ADSs, to register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (NuCana PLC), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.87.11hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8paragraph (26) of this ADR) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, taxes or additions to tax (in each case, including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other from any tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, taxes or additions to tax (in each case, including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other from any tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Nobao Renewable Energy Holdings LTD), Deposit Agreement (Nobao Renewable Energy Holdings LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Neither the Company, the Depositary nor the Custodian shall be liable for failure of a Beneficial Owner or a Holder to comply with applicable tax laws or governmental charges. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Amryt Pharma PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or become payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Nanobiotix S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Gridsum Holding Inc.), Deposit Agreement (Gridsum Holding Inc.)

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Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property, and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (SESA GOA LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary Depositary, and such Holders and the Company shall have no liability therefor (except, in the case of the Company, if the Company is the Holder or the Beneficial Owners shall be deemed liable thereforOwner of the applicable ADSs). The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and the Company shall have no liability therefor (except, in the case of the company, if the Company is the Holder or the Beneficial Owners shall be deemed liable thereforOwner of the applicable ADSs). The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8paragraph (25) of this ADR) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any applicable taxes (including applicable interest and penalties) or chargescharges that are payable by such Holder or Beneficial Owner in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8paragraph (25) hereof) the withdrawal of Deposited Securities, Property until payment in full of such applicable tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Marine Harvest ASA)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby . The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (LianBio)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Eligible Securities and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8paragraph (25) of this ADR) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 paragraph 8 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Nightstar Therapeutics PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Nightstar Therapeutics LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (QuantaSing Group LTD), Deposit Agreement (QuantaSing Group LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BICYCLE THERAPEUTICS LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, to register the transfertransfer of ADSs, to register the split-up or combination of ADRs and to permit (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, taxes or additions to tax (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Noah Holdings LTD), Deposit Agreement (Noah Holdings LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian solely with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates against, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other of the tax benefit obtained for or by such Holder and/or or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement, Deposit Agreement (Zai Lab LTD)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Stealth BioTherapeutics Corp), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Stealth BioTherapeutics Corp)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability. The obligations of Holders and Beneficial Owners of Receipts under this paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. Upon written request, the Depositary shall, at the expense of the person making the request, promptly provide (i) each Holder and (ii) each person that was a Holder during the period to which the information applies, a copy of any tax-related information provided to the Depositary by the Company for the benefit of such Holders.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Mereo Biopharma Group PLC), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts ADSs under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender of Receipts ADSs and withdrawal of Deposited Securities, or as well as the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up split‑up or combination of ADRs and (subject to Section 7.87.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents, in the case of the Depositary) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations liability of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, Securities or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the obligations of Holders and Beneficial Owners of Receipts under this paragraph (8) and Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (RLX Technology Inc.), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates (including the officers, directors, employees and agents of such Affiliates) against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of the Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Amec PLC)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Dynacure S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell in a riskless principal capacity in a public sale or if no public market is available, in a private sale, for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, taxes or additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (21Vianet Group, Inc.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (21Vianet Group, Inc.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transactions entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (PureTech Health PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (PureTech Health PLC)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge ADSs and ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the Deposited Securities, with ADSs and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Fibria Celulose S.A.), Deposit Agreement (Votorantim Pulp & Paper Inc), Deposit Agreement (Votorantim Pulp & Paper Inc)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities Property and apply such distributions distribution and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition If any tax or other governmental charge shall or may become payable by the Custodian or the Depositary (or their respective nominees) with respect to any Deposited Securities represented by ADSs, such tax or other remedies available governmental charge shall be payable by the Holders and Beneficial Owners of ADSs to it, the Depositary and as set forth below in Section 3.2 of the Custodian may refuse the deposit of Shares, and the Deposit Agreement. The Depositary may refuse to issue effect any transfer of ADSs, to Deliver ADRs, register the transfer, or split-up or combination of ADRs and (subject to Section 7.8) the any Receipt(s), or any withdrawal of Deposited Securities, Property represented by ADSs until such payment in full of such tax, charge, penalty or interest is receivedmade. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement. In the event the definitive amount of any taxes or other governmental charges that may be payable in respect of the Deposited Securities is known by the Company at the time any distribution is made in respect of such Deposited Securities, the Company shall (i) withhold, and pay over to the appropriate governmental authority, such definitive amount, or (ii) instruct the Depositary (with a copy to the Custodian) as to such withholding, including such known definitive amount, and the Depositary shall cause the Custodian to withhold, and pay over to such governmental authority, such definitive amount. In the event the definitive amount of any taxes or other governmental charges that may be payable in respect of the Deposited Securities is not known by the Company at the time any distribution is made in respect of such Deposited Securities (e.g., in the event of a provisional withholding tax), the Company shall (i) calculate (A) the maximum amount of taxes or other governmental charges that may be payable in respect of such distribution (the “Maximum Tax Amount”), and (B) the amount of the tax or other governmental charge that is then known and required to be paid in respect of such distribution (the “Provisional Tax Amount”), and (ii) either (A) withhold from such distribution the Maximum Tax Amount, or (ii) instruct the Depositary (with a copy to the Custodian) as to such withholding, including the calculated Maximum Tax Amount and Provisional Tax Amount, and the Depositary shall cause the Custodian to withhold from such distribution the Maximum Tax Amount. Notwithstanding anything herein to the contrary, if the Company fails to specify the Maximum Tax Amount in its instruction to the Depositary pursuant to the preceding sentence, the Depositary may calculate the Maximum Tax Amount in consultation with Chilean counsel and cause the Custodian to withhold the Maximum Tax Amount so calculated. After withholding the Maximum Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (x) pay over to the appropriate governmental authority the Provisional Tax Amount and (y) hold in escrow in a non-interest bearing account the remaining portion of the Maximum Tax Amount not paid over to the governmental authorities (the “Escrow Amount”) pending final determination by the Company of the definitive amount of the taxes or other governmental charges that are payable in respect of that distribution (the “Final Tax Amount”). If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, additional taxes or governmental charges are payable (including, without limitation, any interest and penalties that may be levied) in respect of such distribution in excess of the Provisional Tax Payment (such excess, the “Additional Tax Amount”), the Company shall, as applicable, (i) remit from the Escrow Amount (A) to the applicable tax authorities the Additional Tax Amount, and (B) to the Custodian, for distribution to the ADS Holders as of the applicable ADS Record Date for that distribution, the balance of the Escrow Amount, if any, or (ii) inform the Depositary (with a copy to the Custodian) of the Additional Tax Amount and the Depositary shall cause the Custodian to remit from the Escrow Amount (A) to the applicable tax authorities, the Additional Tax Amount, and (B) to the ADS Holders as of the applicable ADS Record Date for that distribution, the balance of the Escrow Amount. Any distribution of the Escrow Amount to ADS Holders pursuant to the preceding sentence shall be made in accordance with the terms, and subject to the conditions, of the Deposit Agreement. If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, the Provisional Tax Amount exceeds the Final Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (i) use reasonable efforts to reclaim from the applicable tax authorities the excess of the Provisional Tax Payment over the Final Tax Amount, and (ii) remit the amount of such excess and the balance of the Escrow Amount (if any) to (A) the Depositary for distribution the ADS Holders as of the applicable ADS Record Date for that distribution (if the Escrow Amount is being held by the Custodian), or (B) the Custodian for remittance to the Depositary for distribution to such ADS Holders as of the applicable ADR Record Date (if the Escrow Amount is being held by the Company), in each case, in accordance with the terms, and subject to the conditions, of the Deposit Agreement. If, upon the final determination of the Final Tax Amount in respect of a distribution, the Final Tax Amount exceeds the Maximum Tax Amount, the amount of such tax deficiency shall be payable by the Holders and Beneficial Owners of ADSs (as of the applicable ADS Record Date for that distribution) to the Depositary for payment of the applicable tax deficiency. The Depositary may refuse to effect any transfer of ADSs, or split-up or combination of any Receipt(s) or any withdrawal of Deposited Securities represented by ADSs until such payment is made, and may withhold any dividends or other distributions, and may sell for the account of the Holders and Beneficial Owners any part or all of the Deposited Securities represented by ADSs, and may apply such dividends or other distributions and the proceeds of any such sale in payment of the balance of such tax or other governmental charge that is due, the Holders and Beneficial Owners of ADSs remaining liable for any deficiency. The Depositary shall cause the Custodian to take all actions required or necessary in order for the Depositary to fulfill its obligations under Section 3.2 of the Deposit Agreement. No interest shall be payable in respect of any amounts held by the Company, the Depositary or the Custodian under the terms of Section 3.2 of the Deposit Agreement. None of the Company, the Depositary or the Custodian shall incur any liability in respect of any funds payable, held or remitted pursuant to Section 3.2 of the Deposit Agreement for losses that may be incurred as a result of currency fluctuations.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, ADR or any Deposited Securities, Receipts Securities or ADSs, such tax or other governmental charge ADSs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.87.8 of the Deposit Agreement) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and hold each of them harmless from, any claims with respect to taxes, taxes or additions to tax (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Elan Corp PLC), Deposit Agreement (Elan Corp PLC), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.87.8(a)) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, directors (including the supervisory board and the executive board), officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Innate Pharma SA), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable to the Depositary by the Holders and Beneficial Owners to of the Depositary related ADSs. In accordance with applicable laws and such Holders and Beneficial Owners shall be deemed liable therefor. The regulations, the Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Securities, and the Depositary may sell for the account of a any Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, with Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Class a Deposit Agreement (Citibank,N.A./ADR), Class a Deposit Agreement (Citibank,N.A./ADR), Class B Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.87.10 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (YY Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (YY Inc.)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and ADRs, the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims (including, without limitation, by any governmental authority or other person or entity) with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary or the Custodian with respect to any SharesDeposited Property, Deposited Securities, Receipts ADSs or ADSs, such tax or other governmental charge this ADR shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable thereforDepositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities Property held on behalf of such Holder and/or Beneficial Owner, and may sell for the account of a Holder and/or Beneficial Owner any or all of the such Deposited Securities Property and apply such distributions and sale proceeds in payment of such of, any taxes (including applicable interest and penalties) or chargescharges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, with Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the The Custodian may refuse the deposit of Shares, Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfertransfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.87.8(a) of the Deposit Agreement) the withdrawal of Deposited Securities, Property until payment in full of such tax, charge, penalty or interest is received. Neither the Company, the Depositary nor the Custodian shall be liable for failure of a Beneficial Owner or a Holder to comply with applicable tax laws or governmental charges. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective officersagents, directors, employeesofficers, agents employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADS held by such Holder and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 of the Deposit Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of this the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Amended and Restated Deposit Agreement (Citibank,N.A./ADR)

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