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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of the related ADSs. In accordance with applicable laws and regulations, the Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of 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, any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADR, the Holder and the Beneficial Owner remaining liable for any deficiency. 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 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 Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 5 contracts

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

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Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, to register the transfer of ADSs, to register the split-up or combination of ADRs and permit (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 or additions to tax (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Appears in 5 contracts

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, to register the transfer of ADSs, to register the split-up or combination of ADRs and to permit (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 3 contracts

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary Depositary, with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty, and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs 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 such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 2 contracts

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs 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 maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSs, Deposited Securities Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, convert ADSs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A C-1 Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 (i) any tax benefit obtained for ADSs 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 (including, without limitation, the conversion of ADSs and the Shares represented thereby). Notwithstanding anything to the contrary contained in the Class C-1 Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Class C-1 Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Class C-1 Deposit Agreement.

Appears in 2 contracts

Samples: Warrant Amendment Agreement (Gores Guggenheim, Inc.), Deposit Agreement (Citibank,N.A./ADR)

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 2 contracts

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs 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 maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSs, Deposited Securities Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, convert ADSs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A C-2 Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 (i) any tax benefit obtained for ADSs 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 (including, without limitation, the conversion of ADSs and the Shares represented thereby). Notwithstanding anything to the contrary contained in the Class C-2 Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Class C-2 Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Class C-2 Deposit Agreement.

Appears in 2 contracts

Samples: Warrant Amendment Agreement (Gores Guggenheim, Inc.), Deposit Agreement (Citibank,N.A./ADR)

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, any of such taxes (including applicable interest interest, surcharges and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty penalty, surcharges or interest is received. Every Holder and Beneficial Owner of ADSs 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 interest, surcharges and penalties thereon) arising from any claims by any governmental authority with respect to taxes, additions to tax, penalties, surcharges or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or Beneficial Owner.

Appears in 1 contract

Samples: Deposit Agreement (Iberdrola Renovables S.A. Unipersonal)

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs ADWs or this ADR ADWRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs 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 maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSsADWs, Deposited Securities Property and this ADRADWRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. 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 Warrants and the Depositary may refuse to issue ADSsADWs, to Deliver ADRsdeliver ADWRs, exercise ADWs, register the transfer of ADSsADWs, register the split-up or combination of ADRs ADWRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A ADW Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 (i) any tax benefit obtained for ADWs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADWs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADWs and/or the Deposited Property represented thereby (including, without limitation, the exercise of ADWs and the Warrants represented thereby). Notwithstanding anything to the contrary contained in the ADW Deposit Agreement or any ADWR, the obligations of Holders and Beneficial Owners under Section 3.2 of the ADW Deposit Agreement shall survive any transfer of ADWs, any cancellation of ADWs and withdrawal of Deposited Securities, and the termination of the ADW Deposit Agreement.

Appears in 1 contract

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of the related ADSs. In accordance with applicable laws and regulations, the Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of 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, any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADR, the Holder and the Beneficial Owner remaining liable for any deficiency. 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 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 Section 7.8 of the Class A B Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 1 contract

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

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Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge of any kind payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary, and such Holders and Beneficial Owners shall be deemed liable therefor. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of any a 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, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-split up or combination of ADRs and (subject to paragraph (24) and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their respective agents, directors, officers, 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 (including applicable taxes, additions to 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 obtained. The obligations of Holders and Beneficial OwnerOwners of ADSs under this paragraph 7 and Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any surrender of ADSs and withdrawal of Deposited Securities, as well as the termination of the Deposit Agreement.

Appears in 1 contract

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary Without limitation of the foregoing, the parties hereto agree that to the extent that the Company is determined by applicable Argentine taxing authorities to be a "substitute taxpayer" for purposes of the Argentine personal asset tax with respect to any Holder or Beneficial Owner and its agents shall withhold and report pursuant to such determination pays any amounts in respect of such tax, the Company may take any payments or distributions made in respect of the Deposited Securities such actions described in the preceding sentence to recover any amounts as may be required to be withheld so paid from the applicable Holder 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 distributionsBeneficial Owner. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 by any governmental authority with respect to taxes (including applicable taxes, additions to 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 on behalf of such Holder and/or Holders and Beneficial OwnerOwners on the basis of information provided by such Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary's or the Custodian's obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained on behalf of such Holders and Beneficial Owners on the basis of information provided by such Holders and Beneficial Owners.

Appears in 1 contract

Samples: Deposit Agreement (Petrobras Energia S.A.)

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. 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 and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 1 contract

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

Liability of Holder for Taxes and Other Charges. Any If any tax, duty or other governmental charge, other than taxes for which the Depositary is required by applicable law to withhold from dividends or distributions to Holders, shall become payable with respect to any Receipt or any Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, such tax or other governmental charge shall be payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable Holder of such Receipt to the Depositary or the Custodian upon demand therefor made by the Holders and Beneficial Owners Depositary, which demand shall be made if such action is both: (1) deemed practicable in the reasonable judgment of the related ADSsDepositary, and (ii) permitted by applicable law. In accordance with applicable laws The Company and regulations, the Company, the Custodian and/or the Depositary may may, whether or not such demand is made, withhold or deduct from any distributions made in respect of Deposited Securitiesdividends or other distributions, and the Depositary or may sell for the account of the Holder thereof any Holder and/or Beneficial Owner of ADSs any part or all of the Deposited Securities related to represented by the American Depositary Shares evidenced by such ADSs Receipt, and may apply such dividends or other distributions and or the proceeds of any such sale proceeds in payment ofof such tax, any taxes (including applicable interest and penalties) duty or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRother governmental charge, the Holder and the Beneficial Owner of such Receipt remaining liable for any deficiency. The Depositary and its agents shall the Registrar, as applicable, may (and at the written request of the Company, shall) refuse to effect any registration of transfer of all or part of such Receipt or to issue any new Receipt or Receipts or to permit any deposit or withdrawal of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt until such payment is made, and the Company and the Depositary may withhold and report in respect or deduct from any dividends or other distributions, or may sell for the account of the Holder thereof any payments part or distributions made in respect all of the Deposited Securities represented by the American Depositary Shares evidenced by 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 Receipt until such payments or distributions. 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 Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 Ownermade.

Appears in 1 contract

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

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the 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 any a 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, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary Without limitation of the foregoing, the parties hereto agree that to the extent that the Company is determined by applicable Argentine taxing authorities to be a “substitute taxpayer” for purposes of the Argentine personal asset tax with respect to any Holder or Beneficial Owner and its agents shall withhold and report pursuant to such determination pays any amounts in respect of such tax, the Company may take any payments or distributions made in respect of the Deposited Securities such actions described in the preceding sentence to recover any amounts as may be required to be withheld so paid from the applicable Holder 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 distributionsBeneficial Owner. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs 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 by any governmental authority with respect to taxes (including applicable taxes, additions to 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 on behalf of such Holder and/or Holders and Beneficial OwnerOwners on the basis of information provided by such Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained on behalf of such Holders and Beneficial Owners on the basis of information provided by such Holders and Beneficial Owners.

Appears in 1 contract

Samples: Deposit Agreement (Petrobras Energia S.A.)

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