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, 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 Receipts, register the transfer, split-up or combination of Receipts and (subject to Section 7.10) 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 indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing 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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (25) of this ADR and Section 7.107.8(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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, directors (including the supervisory board and the executive board), officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for 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 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 ADR Deposited Property, ADSs or any Deposited Securities or American Depositary Shares, 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes or additions to taxes tax (in each case, including applicable interest and penalties thereon) arising from out of any tax benefit obtained for or by such Holder and/or Beneficial OwnerOwner (including, without limitation, any refund of taxes, reduced rate of withholding at source). 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 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. 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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.10paragraph (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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, directors, officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner. The obligations of Holders and Beneficial Owners of Receipts ADSs under this Section 3.2 of the Deposit Agreement 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), Amended and Restated 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 ADR or any Deposited Securities or American Depositary Shares, 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 charges, with and the Holder and the Beneficial Owner remaining fully shall remain 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 2 contracts
Samples: Deposit Agreement, 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, such tax or other governmental charge shall be payable by the applicable 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 ReceiptsDeliver ADRs, to register the transfer, split-up split‑up or combination of Receipts ADRs and (subject to Section 7.107.11 hereof) the withdrawal of Deposited SecuritiesSecurities 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 each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 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. 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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (26) of this ADR and Section 7.107.8 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 from (i) any tax benefit obtained for ADS held by such Holder 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 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 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (HW Electro Co., Ltd.)
Liability for Taxes and Other Charges. If any present or future Any tax or other governmental charge shall become of any kind payable by the Depositary or the Custodian with respect to any ADR Deposited Securities, ADSs or any Deposited Securities or American Depositary Shares, such tax or other governmental charge ADRs shall be payable by the Holders and Beneficial Owners to the Depositary 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 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, directors, officers, directors, employees and Affiliates for, and to hold each of them harmless from, any claims by any governmental authority or any other entity or person with respect to taxes or taxes, additions to taxes (including applicable tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or Beneficial Ownerobtained. 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 1 contract
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, 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 ReceiptsADRs, register the transfer, split-up or combination of Receipts ADRs and (subject to Section 7.107.10 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 indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 1 contract
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 Shares, Deposited Securities, ADSs or any Deposited Securities or American Depositary SharesReceipts , 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 ReceiptsADRs, register the transfer, split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 1 contract
Samples: Deposit Agreement (Vivendi)
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 ADR Deposited Property, ADSs or any Deposited Securities or American Depositary Shares, 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 may, and at the reasonable written request of the Company shall, 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for 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 1 contract
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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (25) of this ADR and Section 7.107.8 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, directors, officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for 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 1 contract
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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge 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 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (25) of this ADR and Section 7.107.8 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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 1 contract
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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (26) of this ADR and Section 7.107.8(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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 from (i) any tax benefit obtained for ADS held by such Holder 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 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 1 contract
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 Deposited Property, ADSs or this ADR or any Deposited Securities or American Depositary Shares, 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 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to paragraph (25) of this ADR and Section 7.107.8 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, directors, officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for 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 of Receipts ADSs and withdrawal of Deposited Securities, or as well as the termination of this the Deposit Agreement.
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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, 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 ReceiptsDeliver ADRs, register the transfer, split-up split‑up or combination of Receipts ADRs and (subject to Section 7.107.10 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 indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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.
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Samples: Deposit Agreement (Trivago N.V.)
Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Company, the Depositary or the Custodian with respect to any ADR Shares, Deposited Securities, Receipts or any Deposited Securities or American Depositary SharesADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary Company or the Depositary, as the case may be, 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 ReceiptsADRs, register the transfer, split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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.
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Samples: 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 ADR Deposited Property, ADSs or any Deposited Securities or American Depositary Shares, 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) 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 indemnify the Depositary, the Company, the Custodian, and each any of their respective agents, officers, directors, employees and Affiliates for, 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 from any tax benefit obtained for 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.
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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 ADR Deposited Property, ADSs or any Deposited Securities or American Depositary Shares, 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 penaltiespenalties thereon) 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 ReceiptsADRs, register the transfertransfer of ADSs, register the split-up or combination of Receipts ADRs and (subject to Section 7.107.8) the withdrawal of Deposited Securities, 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 each any of their respective agents, directors, officers, directors, employees and Affiliates for, 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 or additions to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for 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.
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