Liability of Holder for Taxes. If any tax or other governmental charge shall become payable with respect to any Deposited Securities represented hereby, such tax or other governmental charge shall be payable by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration of transfer of this Receipt or any withdrawal of Deposited Securities represented hereby until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof any part or all of the Deposited Securities represented hereby, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable with respect to any Deposited Securities represented hereby, such tax or other governmental charge shall be payable by the Holder hereof to the Depositary. The Depositary may refuse to effect any registration of transfer of this Receipt or any withdrawal of Deposited Securities represented hereby until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof any part or all of the Deposited Securities represented hereby, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 ’s or the Custodian's ’s obligations under applicable law.
Appears in 2 contracts
Samples: Deposit Agreement (Ericsson Lm Telephone Co), Deposit Agreement (Ericsson Lm Telephone Co)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable with respect to any Deposited Securities represented herebyby any Receipt, such tax or other governmental charge shall be payable by the Holder hereof of such Receipt to the Depositary. The Depositary may refuse to effect any registration of transfer of this such Receipt or any withdrawal of Deposited Securities represented hereby thereby until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof thereof any part or all of the Deposited Securities represented herebyby such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge, ; the Holder hereof of such Receipt remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 ’s or the Custodian's ’s obligations under applicable law.
Appears in 1 contract
Liability of Holder for Taxes. If any tax or other governmental charge charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this Receipt, any Deposited Securities represented herebyby the American Depositary Shares evidenced hereby or any distribution thereon, such tax or other governmental charge shall be payable paid by the Holder hereof to the Depositary and by holding or having held a Receipt the Holder and all prior Holders hereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary, the Company and their respective agents in respect thereof. The Depositary may refuse to effect any registration, registration of transfer transfer, split up or combination hereof or, subject to the last sentence of this Receipt or the first paragraph of Section 2.05 of the Deposit Agreement, any withdrawal of such Deposited Securities represented hereby until such payment is made, and . The Depositary may withhold also deduct from any dividends distributions on or other distributionsin respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such dividends or other distributions deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shallshall reduce the number of American Depositary Shares evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder of a Receipt or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or interest and penalties thereon) arising out of any refund of taxes or taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 lawobtained.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt or any Class B Shares or Triton Delaware Preferred Stock which are a part of the Shares or any other Deposited Securities represented herebyby the Depositary Shares evidenced by such Receipt, such tax or other governmental charge shall be payable by the Holder hereof of such Receipt, who shall pay the amount thereof to the Depositary. The Depositary may refuse to effect any registration of transfer of this such Receipt or any split-up or combination thereof or any withdrawal of such Deposited Securities represented hereby until such payment is made, and may withhold or deduct from any dividends distributions on the Class B Shares or other distributions, Triton Delaware Preferred Stock which are a part of such Shares or such Deposited Securities or may sell for the account of the Holder hereof thereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify such Holder prior to such sale), and may apply such dividends or other distributions cash or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof of such Receipt remaining liable for any deficiency. Every Holder The Depositary shall act as the withholding agent for any payments, distributions and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims exchanges made with respect to taxes, additions the Deposited Securities. The Depositary shall be responsible with respect to tax the Deposited Securities for the timely (including applicable interest i) collection and penalties thereon) arising out deposit of any refund required withholding or backup withholding tax and (ii) filing of taxes or reduced rate of withholding at source any information returns or other tax benefit obtained for or by documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such Holder and/or Beneficial Owner. The Depositaryamounts, the Custodian or the Company and its agents may, but Issuers shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 reimburse the Depositary or for payment thereof upon the Custodian may deem necessary or proper to fulfill request of the Depositary's or Depositary and the Custodian's obligations under applicable lawDepositary shall, upon the Issuers' request and as instructed by the Issuers, pursue its rights against such holder at the Issuers' expense.
Appears in 1 contract
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable with respect to any Deposited Securities represented herebyby any Receipt, such tax or other governmental charge shall be payable by the Holder hereof of such Receipt to the Depositary. The Depositary may refuse to effect any registration of transfer of this such Receipt or any withdrawal of Deposited Securities represented hereby thereby until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof thereof any part or all of the Deposited Securities represented herebyby such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge, ; the Holder hereof of such Receipt remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Liability of Holder for Taxes. (a) If any tax or other governmental charge charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this Receipt, any Deposited Securities represented herebyby the American Depositary Shares evidenced hereby or any distribution thereon, such tax or other governmental charge shall be payable paid by the Holder hereof to the Depositary and by holding or having held a Receipt the Holder and all prior Holders hereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary, the Company and their respective agents in respect thereof. The Depositary may refuse to effect any registration, registration of transfer transfer, split up or combination hereof or, subject to the last sentence of this Receipt or the first paragraph of Section 2.05 of the Deposit Agreement, any withdrawal of such Deposited Securities represented hereby until such payment is made, and . The Depositary may withhold also deduct from any dividends distributions on or other distributionsin respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such dividends or other distributions deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shallshall reduce the number of American Depositary Shares evidenced hereby to reflect any such sales of Shares. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. Each Holder of a Receipt or an interest therein agrees to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or interest and penalties thereon) arising out of any refund of taxes or taxes, reduced rate of withholding at source or other tax benefit obtained for obtained.
(b) In the event the definitive amount of any taxes or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not other governmental charges that may be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions payable in respect of the Deposited Securities under is known by the Company at the time any distribution is made in respect of such Deposited Securities, the Company shall (i) withhold, and pay over to the appropriate governmental authority, such definitive amount, or (ii) instruct the Depositary (with a copy to the Custodian) as to such withholding, including such known definitive amount, and the Depositary shall cause the Custodian to withhold, and pay over to such governmental authority, such definitive amount.
(c) In the event the definitive amount of any taxes or other governmental charges that may be payable in respect of the Deposited Securities is not known by the Company at the time any distribution is made in respect of such Deposited Securities (e.g., in the event of a provisional withholding tax), the Company shall (i) calculate (A) the maximum amount of taxes or other governmental charges that may be payable in respect of such distribution (the “Maximum Tax Amount”), and (B) the amount of the tax or other governmental charge that is then known and required to be paid in respect of such distribution (the “Provisional Tax Amount”), and (ii) either (A) withhold from such distribution the Maximum Tax Amount, or (B) instruct the Depositary (with a copy to the Custodian) as to such withholding, including the calculated Maximum Tax Amount and Provisional Tax Amount, and the Depositary shall cause the Custodian to withhold from such distribution the Maximum Tax Amount. Notwithstanding anything herein to the contrary, if the Company fails to specify the Maximum Tax Amount in its instruction to the Depositary pursuant to the preceding sentence, the Depositary may calculate the Maximum Tax Amount in consultation with Chilean counsel and cause the Custodian to withhold the Maximum Tax Amount so calculated. After withholding the Maximum Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (x) pay over to the appropriate governmental authority the Provisional Tax Amount and (y) hold in escrow in a non-interest bearing account the remaining portion of the Maximum Tax Amount not paid over to the governmental authorities (the “Escrow Amount”) pending final determination by the Company of the definitive amount of the taxes or other governmental charges that are payable in respect of that distribution (the “Final Tax Amount”).
(d) If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, additional taxes or governmental charges are payable (including, without limitation, any interest and penalties that may be levied) in respect of such distribution in excess of the Provisional Tax Payment (such excess, the “Additional Tax Amount”), the Company shall, as applicable, (i) remit from the Escrow Amount (A) to the applicable tax treaties authorities the Additional Tax Amount, and (B) to the Custodian, for distribution to the Holders as of the applicable American Depositary Share record date for that distribution, the balance of the Escrow Amount, if any, or laws (ii) inform the Depositary (with a copy to the Custodian) of the Additional Tax Amount and the Depositary shall cause the Custodian to remit from the Escrow Amount (A) to the applicable tax authorities, the Additional Tax Amount, and (B) to the Holders as of the applicable American Depositary Share record date for that distribution, the balance of the Escrow Amount, if any. Any distribution of the Escrow Amount to Holders pursuant to the preceding sentence shall be made in accordance with the terms, and subject to the conditions, of the Deposit Agreement.
(e) If, upon the final determination by the Company of the Final Tax Amount in respect of a distribution, the Provisional Tax Amount exceeds the Final Tax Amount, the Company or the Custodian (at the instruction of the Depositary), as applicable, shall (i) use reasonable efforts to reclaim from the applicable tax authorities the excess of the Provisional Tax Payment over the Final Tax Amount, and (ii) remit the amount of such excess and the balance of the Escrow Amount (if any) to (A) the Depositary for distribution the Holders as of the applicable American Depositary Share record date for that distribution (if the Escrow Amount is being held by the Custodian), or (B) the Custodian for remittance to the Depositary for distribution to such American Depositary Share Holders as of the applicable American Depositary Share record date (if the Escrow Amount is being held by the Company), in each case, in accordance with the terms, and subject to the conditions, of the Deposit Agreement.
(f) If, upon the final determination of the Final Tax Amount in respect of a distribution, the Final Tax Amount exceeds the Maximum Tax Amount, the amount of such tax deficiency shall be payable by the Holders and Beneficial Owners. Holders and Beneficial Owners beneficial owners of American Depositary Shares (as of the applicable American Depositary Share record date for that distribution) to the Depositary for payment of the applicable tax deficiency. The Depositary may be required from time refuse to timeeffect any transfer of American Depositary Shares, or split-up or combination of any Receipt(s) or any withdrawal of Deposited Securities represented by American Depositary Shares until such payment is made, and in a timely mannermay withhold any dividends or other distributions, to file such proof and may sell for the account of taxpayer status, residence the Holders and beneficial ownership owners of American Depositary Shares any part or all of the Deposited Securities represented by American Depositary Shares, and may apply such dividends or other distributions and the proceeds of any such sale in payment of the balance of such tax or other governmental charge that is due, the Holders and beneficial owners of American Depositary Shares remaining liable for any deficiency.
(as applicableg) The Depositary shall cause the Custodian to take all actions required or necessary in order for the Depositary to fulfill its obligations under this paragraph (5). No interest shall be payable in respect of any amounts held by the Company, 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 under the Depositary's terms of this paragraph (5). None of the Company, the Depositary or the Custodian's obligations under Custodian shall incur any liability in respect of any funds payable, held or remitted pursuant to this paragraph (5) for losses that may be incurred as a result of currency fluctuations.
(h) The Company will notify the Depositary as soon as a change in any applicable lawtax law or regulation applicable to Shares, Share ownership, or Deposited Securities is in place in the Republic of Chile.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Liability of Holder for Taxes. If any tax or other governmental charge charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to any Receipt, any Deposited Securities represented herebyby the American Depositary Shares evidenced thereby or any distribution thereon, such tax or other governmental charge shall be payable paid by the Holder hereof thereof to the DepositaryDepositary and by holding or having held a Receipt the Holder and all prior Holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. The Depositary may refuse to effect any registration of transfer of this such Receipt or any split-up or combination thereof or any withdrawal of such Deposited Securities represented hereby until such payment is made, and may withhold or deduct from any dividends or other distributions, distributions on such Deposited Securities or may sell for the account of the Holder hereof thereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify such Holder prior to such sale), and may apply such dividends or other distributions cash or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof of such Receipt remaining liable for any deficiency. Every Each Holder and Beneficial Owner of a Receipt or an interest therein agrees to, and shall, to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or interest and penalties thereon) arising out of any refund of taxes or taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 lawobtained.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable by or on behalf of the Custodian, the Depositary or the Company with respect to any Receipt or any Deposited Securities Securities, the right to receive which is represented herebyby the American Depositary Shares evidenced by such Receipt, including any taxes payable on transfer, such tax or other governmental charge shall be payable by the Holder hereof of such Receipt, who shall pay the amount thereof to the Depositary. The Depositary may may, and upon instructions from the Company shall, (i) refuse to effect any registration of transfer of this such Receipt or any split-up or combination thereof or any withdrawal of such Deposited Securities represented hereby until such payment is made, and may or (ii) withhold or deduct from any dividends distributions on such Deposited Securities or other distributions, or may sell for the account of the Holder hereof thereof of any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify such Holder prior to such sale), and may apply such dividends or other distributions or apply, after deduction for its expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining of such Receipt remaining liable for any deficiency. Every Holder and Beneficial Owner holder of an interest in American Depositary Shares agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Ownerholder. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect obligations of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners holders of interests in American Depositary Shares 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. The Depositary is under no obligation to provide Holders or others with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that 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, incurred by Holders or to provide any other information persons on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Issuer (or documents, any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (in each case as defined in the Depositary U.S. Internal Revenue Code and the regulations issued thereunder) or the Custodian may deem necessary or proper to fulfill the Depositary's or the Custodian's obligations under applicable lawotherwise.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable by or on behalf of the Custodian, the Depositary or the Company with respect to any Receipt or any Deposited Securities Securities, the right to receive which is represented by the American Depositary Shares evidenced hereby, including any taxes payable on transfer, such tax or other governmental charge shall be payable by the Holder hereof to the Depositary. The Depositary may may, and upon instructions from the Company shall, (i) refuse to effect any registration of transfer of this Receipt or any split-up or combination hereof or any withdrawal of Deposited Securities represented hereby until such payment is made, and may or (ii) withhold or deduct from any dividends or other distributionsdistributions on such Deposited Securities, or may sell for the account of the Holder hereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify such Holder prior to such sale), and may apply such dividends or other distributions or after deduction for its expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiencydeficiency. Every Holder and Beneficial Owner holder of an interest in American Depositary Shares agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes or reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Ownerholder. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect obligations of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners holders of interests in American Depositary Shares under Article (4) and Section 3.2 of the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Deposit Agreement. The Depositary is under no obligation to provide Holders or others with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that 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, incurred by Holders or to provide any other information persons on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Issuer (or documents, any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (in each case as defined in the Depositary U.S. Internal Revenue Code and the regulations issued thereunder) or the Custodian may deem necessary or proper to fulfill the Depositary's or the Custodian's obligations under applicable lawotherwise.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Liability of Holder for Taxes. If any tax or other governmental charge charges (including any penalties and/or interest) shall become payable by or on behalf of the Custodian or the Depositary with respect to this Receipt, any Deposited Securities represented herebyby the American Depositary Shares evidenced hereby or any distribution thereon, such tax or other governmental charge shall be payable paid by the Holder hereof to the DepositaryDepositary and by holding or having held a Receipt the Holder and all prior Holders hereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. The Depositary may refuse to effect any registration of transfer of this Receipt or any split-up or combination hereof or any withdrawal of such Deposited Securities represented hereby until such payment is made, and may withhold or deduct from any dividends or other distributionsdistributions on such Deposited Securities, or may sell for the account of the Holder hereof any part or all of the such Deposited Securities represented hereby(after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such dividends or other distributions the amount so withheld or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency. Every Each Holder and Beneficial Owner of a Receipt or an interest therein agrees to, and shall, to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or interest and penalties thereon) arising out of any refund of taxes or taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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 lawobtained.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Liability of Holder for Taxes. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipts, ADSs or any Deposited Securities represented herebySecurities, such tax or other governmental charge shall be payable by the Holder hereof of such Receipt, ADS or Deposited Security to the Depositary and by holding or having held such Receipt, ADS or Deposited Security, the Holder and all prior Holders hereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary, the Company, the Custodian and their respective agents in respect thereof. The Depositary may refuse to effect any registration of transfer of this Receipt such Receipts or ADSs or any combination or split-up thereof or any withdrawal of Deposited Securities represented hereby by American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Holder hereof and Beneficial Owner thereof any part or all of the Deposited Securities represented herebyby the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental chargecharge (and any taxes or expenses arising out of such sale), and the Holder hereof remaining and Beneficial Owner shall remain liable for any deficiency. Every Holder and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any tax benefit (including any refund of taxes or reduced rate of withholding at source or other tax benefit source) obtained for or by such Holder and/or Beneficial Owner. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares 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.
Appears in 1 contract