Liability of the Company and the Depositary. Neither the Depositary, its agents nor the Company shall incur any liability if, by reason of any present or future law, rule, or regulation of the United States, the United Mexican States or any other jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company's charter, any act of God, war, terrorism or other circumstances beyond its control, the Depositary, its agents or the Company shall be prevented or forbidden from, or subjected to any civil or criminal penalty on account of, or delayed in, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, its agents or the Company incur any liability to any Holder or other person by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing that by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement. Each of the Company, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence or bad faith. Without limitation of the preceding sentence, none of the Depositary or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts. Without limitation of the preceding sentences, the Company shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required. Neither the Depositary, nor its agents nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give su...
Liability of the Company and the Depositary. Neither the Depositary nor the Company nor any of their respective Affiliates, nor any of the officers, directors, employees, agents or advisors of any of the foregoing, shall be obligated to do or perform any act which is inconsistent with the provisions of the Regulation S Deposit Agreement or incur any liability (i) if and to the extent that the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Regulation S Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States, England, Russia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Charter or any provision of or governing any Regulation S Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Regulation S Deposit Agreement or in the Charter or provisions of or governing Regulation S Deposited Securities, (iii) for any action or inaction in reliance upon the advice or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, provided, however, that advice of or information from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any other jurisdiction for legal issues with respect to that jurisdiction, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Shares but is not, under the terms of the Regulation S Deposit Agreement, made available to Holders of Regulation S GDRs, or (v) for any indirect, special, consequential or punitive damages for any breach of the terms of the Regulation S Deposit Agreement. The Depositary and the Custodian disclaim an...
Liability of the Company and the Depositary. Neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Rule 144A Deposit Agreement or incur any liability (i) if the Depositary or the Company shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Rule 144A Deposit Agreement, by reason of any provision of any present or future law or regulation of the U.S., Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future of the Bylaws or any provision of or governing any Rule 144A Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Rule 144A Deposit Agreement or in the Bylaws or provisions of or governing Rule 144A Deposited Securities, (iii) for any action or inaction in reliance upon the advice or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Shares but is not, under the terms of the Rule 144A Deposit Agreement, made available to Holders of Rule 144A GDSs or (v) for any consequential or punitive damages for any breach of the terms of the Rule 144A Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Company and the Depositary assume no obligation and shall not be subject to any liability under this Rule 144A GDR or the Rule 144A Deposit Agreement to Holder(s) or Beneficial Owner(s), except that the Company and the De...
Liability of the Company and the Depositary. Neither the Depositary nor the Company nor any of their directors, employees, agents or affiliates shall incur any liability to any Holder, Beneficial Owner or other person, if by reason of any provision of any present or future law or regulation of the United States, the Republic of India or any other country or jurisdiction, or of any other governmental authority, or any stock exchange, or by reason of any act of God, terrorism or war or other circumstances beyond its control, or, in the case of the Depositary, by reason of any provision, present or future, of the Company's Articles of Association, or of any securities issued or distributed by the Company, or any offering or distribution thereof, the Depositary or the Company or any of their directors, employees, agents or affiliates is prevented, delayed or forbidden from, or is subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement or the Deposited Securities it is provided shall be done or performed; nor shall the Depositary, the Company or any director, employee, agent or affiliate of the Depositary or Custodian incur any liability to any Holder, Beneficial Owner or other person by reason of any nonperformance or delay, caused by any of the aforesaid, in performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or of the Company's Articles of Association including, without limitation, any loss occasioned by sale of Shares or failure to sell Shares in accordance with Section 2.05
