Liability for Taxes and Other Charges. 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 distribution and sale proceeds in payment of, any taxes (including applicable interest and penalties) or other governmental charges that are or may be payable in respect of the ADSs, Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. 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 governmental charge shall be payable by the Holders and Beneficial Owners of ADSs to the Depositary as set forth below in this Section 3.2. 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. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)