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

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

Appears in 3 contracts

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

AutoNDA by SimpleDocs

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, Property and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, of any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit AgreementADR) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their respective agents, directors, officers, 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 (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of ADSs under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation surrender of ADSs and withdrawal of Deposited Securities, and as well as the termination of 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. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited PropertyProperty 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 Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 7.8(a) of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, directors (including the supervisory board and the executive board), officers, 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 (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of 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. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes or additions to tax (in each case, including applicable interest and penalties thereon) arising out of any tax benefit obtained for or by such Holder and/or Beneficial Owner (including, without limitation, any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or Beneficial Ownerat source). The obligations of Holders and Beneficial Owners under Section this section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima)

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any ADR or any Deposited PropertySecurities or American Depositary Shares, ADSs such tax or this ADR other governmental charge shall be payable by the Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSscharges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver ADRsReceipts, register the transfer of ADSstransfer, register the split-up or combination of ADRs Receipts and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.10) the withdrawal of Deposited Property Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any each of their respective agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes or additions to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD)

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited PropertyProperty 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 Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (2526) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or ADS held by such Holder or and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial Owner 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 under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (HW Electro Co., Ltd.)

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any ADR or any Deposited Property, Securities or ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSscharges, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining shall remain liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 2 contracts

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

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any ADR or any Deposited PropertySecurities or American Depositary Shares, ADSs such tax or this ADR other governmental charge shall be payable by the applicable Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSsand charges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver Deliver ADRs, to register the transfer of ADSstransfer, register the split-up split‑up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.11 hereof) the withdrawal of Deposited Property Securities with respect to a Holder or Beneficial Holder liable for any tax, charge, penalty or interest hereunder, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates against, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or Beneficial Owner. The obligations liability of Holders and Beneficial Owners under this Section 3.2 of the Deposit Agreement shall survive any transfer of ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and Securities or the termination of the this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Just Eat Takeaway.com N.V.)

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may may, and at the reasonable written request of the Company shall, withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, 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 (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of ADSs under this Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation surrender of ADSs and withdrawal of Deposited Securities, and as well as the termination of the Deposit Agreement.

Appears in 1 contract

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

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any ADR or any Deposited PropertySecurities or American Depositary Shares, ADSs such tax or this ADR other governmental charge shall be payable by the Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSscharges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver Deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.10) the withdrawal of Deposited Property Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any each of their respective agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 1 contract

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

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any ADR or any Deposited PropertySecurities or American Depositary Shares, ADSs such tax or this ADR other governmental charge shall be payable by the Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSscharges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.10 hereof) the withdrawal of Deposited Property Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any each of their respective agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Benetton Group Spa)

AutoNDA by SimpleDocs

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR ADRs shall be payable by the Holders and Beneficial Owners to the Depositary, and the Company shall have no liability therefor (except, in the case of the Company, if the Company is the Holder or the Beneficial Owner of the applicable ADSs). The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or and/or Beneficial Owner. The obligations of Holders and Beneficial Owners under Section this section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Appears in 1 contract

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

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any Shares, Deposited PropertySecurities, ADSs or this ADR Receipts , such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSscharges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any each of their respective agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi)

Liability for Taxes and Other Charges. Any tax or other governmental charge of any kind payable by the Custodian or by the Depositary solely with respect to any Deposited PropertySecurities, ADSs or this ADR ADRs 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 PropertySecurities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their respective agents, directors, officers, employees and Affiliates againstfor, and to hold each of them harmless from, any claims by any governmental authority or any other entity or person with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or of the other tax benefit obtained for or by such Holder or Beneficial Ownerobtained. The obligations of Holders and Beneficial Owners of ADSs under this Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation surrender of ADSs and withdrawal of Deposited Securities, and as well as the termination of the Deposit Agreement.

Appears in 1 contract

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

Liability for Taxes and Other Charges. Any If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian or by the Depositary solely with respect to any ADR or any Deposited PropertySecurities or American Depositary Shares, ADSs such tax or this ADR other governmental charge shall be payable by the Holders and Beneficial Owners to the DepositaryDepositary 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 Property, Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property Securities and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSsand charges, Deposited Property and this ADR, with the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares Shares, and the Depositary may refuse to issue ADSs, to deliver Deliver ADRs, register the transfer of ADSstransfer, register the split-up split‑up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.10 hereof) the withdrawal of Deposited Property Securities, until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any each of their respective agents, officers, directors, employees and Affiliates againstfor, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or 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 ADSsReceipts, any cancellation surrender of ADSs Receipts and withdrawal of Deposited Securities, and or the termination of the this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Trivago N.V.)

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

Appears in 1 contract

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

Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR ADRs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penaltiespenalties thereon) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement7.8) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty tax or governmental charge (including penalties or interest thereon, if any) is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their respective agents, directors, officers, 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 (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or and/or Beneficial Owner. The obligations of Holders and Beneficial Owners under this Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.

Appears in 1 contract

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!