Common use of Liability of the Company Clause in Contracts

Liability of the Company. the Depositary and the Custodian. Neither the Depositary nor the Custodian nor the Company shall incur any liability to any Holder of any Receipts or Beneficial Owner of ADSs evidenced thereby, if by reason of any provision of any present or future law of Japan or any other country, or of any other governmental authority or rules of any exchange upon which the Stock, ADRs or ADSs are or shall ever be listed, or in the case of the Depositary or the Custodian, by reason of any provision, present or future, of the Articles of Incorporation of the Company, or by reason of any act of God or war or other circumstances beyond its control (including, but not limited to, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), the Depositary or the Custodian or the Company shall be prevented or forbidden from or subjected to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement it is provided shall be done or performed; nor shall the Depositary, the Custodian or the Company incur any liability to any Holder or Beneficial Owner of ADRs or ADSs, as the case may be, by reason of any nonperformance or delay, caused as 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. Neither the Depositary nor the Company shall incur any liability (i) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Incorporation of the Company or provisions of law governing Deposited Securities, (ii) for any failure by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders or Beneficial Owners of American Depositary Receipts or American Depositary Shares, as the case may be, or (iii) for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may each and all 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. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

Liability of the Company. the Depositary and the Custodian. AND DEPOSITARY Neither the Depositary nor the Custodian Company nor the Company any of their directors employees agents or affiliates shall incur any liability to any Holder of any Receipts Owner or Beneficial Owner of ADSs evidenced thereby, any Receipt if by reason of any provision of any present or future law regulation order decree moratorium or fiat of Japan the United States the Republic of South Africa or any other country, country or of any other governmental or regulatory authority or rules of any stock exchange upon which the Stock, ADRs including NASDAQ or ADSs are or shall ever be listed, or in the case of the Depositary or the Custodian, by reason of any provision, provision present or future, future of the Articles of Incorporation Association of the Company, Company or by reason of any provision of any securities issued or distributed by the Company or any offering or distribution thereof or by reason of any act of God or war or other circumstances beyond its control (including, but not limited to, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), the Depositary or the Custodian Company or the Company any of their directors employees agents or affiliates shall be prevented delayed or forbidden from or subjected be 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; performed nor shall the Depositary, the Custodian or Depositary nor the Company nor any of their respective directors employees agents or affiliates incur any liability to any Holder Owner or Beneficial Owner of ADRs or ADSs, as the case may be, any Receipt by reason of any nonperformance or delay, delay caused as aforesaid, aforesaid in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, performed or by reason of any exercise of, of or failure to exercise, any discretion provided for in the Deposit Agreement. Neither the Depositary nor the Company shall incur any liability (i) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Incorporation Association of the Company Where by the terms of a distribution pursuant to Sections 401 402 or provisions 403 of the Deposit Agreement or an offering or distribution pursuant to Section 404 of the Deposit Agreement because of applicable law governing Deposited Securities, (ii) or for any failure by a Holder other reason such distribution or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is offering may not be made available to holders Owners and the Depositary may not dispose of Deposited Securities but is not, such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners then the Depositary shall not make such distribution or offering and shall allow any rights if applicable to lapse Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the terms of the Deposit Agreement, made available Agreement to Holders Owners or Beneficial Owners of American Receipts except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities Neither the Depositary nor the Company shall be under any obligation to appear in prosecute or defend any action suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts which in its opinion may involve it in expense or American liability unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required and the Custodian shall not be under any obligation whatsoever with respect to such proceedings the responsibility of the Custodian being solely to the Depositary Shares, as Neither the case may be, or (iii) Depositary nor the Company shall be liable for any consequential action or punitive damages nonaction by it in reliance upon the advice of or information from legal counsel accountants any person presenting Shares for deposit any breach Owner or holder of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, a Receipt or any Custodian and the Company, its controlling persons and its agents may each and all rely and shall other person believed by it in good faith to be protected in acting competent to give such advice or information including but not limited to any such action or nonaction based upon any written notice, notice request direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. parties The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or the effect of any such vote provided that any such action or nonaction is in good faith The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary The Company agrees to indemnify the Depositary its directors employees agents and affiliates and any Custodian against and hold each of them harmless from any liability or expense including but not limited to the reasonable fees and expenses of counsel which may arise out of acts performed or omitted in accordance with the provisions of the Deposit Agreement and of the Receipts as the same may be amended modified or supplemented from time to time i by either the Depositary or any Custodian or their respective directors employees agents and affiliates except for any liability or expense arising out of the negligence of any of them or the failure of any of them to act in good faith ix xx xxx Company or any of its directors employees agents and affiliates The indemnities contained in the preceding sentence shall not extend to any liability or expense which arises out of a a PreRelease as defined in Section 209 of the Deposit Agreement of a Receipt or Receipts and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a PreRelease or b a PreRelease as defined in Section 209 of the Deposit Agreement of a Share or Shares and which would not otherwise have arisen had such Share or Shares not been the subject of a PreRelease provided however that for the avoidance of doubt the indemnities provided in the preceding sentence shall apply to any such liability or expense subject to the limitations contained in the preceding sentence to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a PreRelease The Depositary agrees to indemnify the Company its directors employees agents and affiliates and hold them harmless from any liability or expense including but not limited to the reasonable fees and expenses of counsel which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors employees agents and affiliates due to their negligence or failure to act in good faith No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit AgreementAgreement 19.