Common use of LIABILITY OF THE ISSUER AND THE DEPOSITARY Clause in Contracts

LIABILITY OF THE ISSUER AND THE DEPOSITARY. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or holder of any Receipt (i) if by reason of any provision of any present or future law, rule or regulation of the United States, United Kingdom or any other country, 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 Issuer's articles of association or similar document, any act of God, war, terrorism or other circumstance beyond its control, the Depositary or the Issuer shall be prevented or forbidden from, or 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, (ii) by reason of any non-performance or delay, caused as 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, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, or (iv) for the inability of any Owner or holder 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 Owners or holders. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2 or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owner of Receipts, and the Depositary may not dispose of 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. The Issuer and its directors, officers, employees, agents and affiliates assume no obligation and shall not be subject to any liability under this Deposit Agreement or any Receipts to any Owner, Beneficial Owner or any other person (except for the Issuer’s obligations specifically set forth in Section 5.8 of the Deposit Agreement); provided that the Issuer and its directors, officers, employees, agents and affiliates agree to perform their respective obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates 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 liability, unless indemnity satisfactory to it 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. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful, for the content of any information submitted to it by the Issuer for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for any tax consequences that may result from the ownership of American Depositary Shares, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Issuer. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, the Issuer and their respective directors, officers, employees, agents or affiliates, and the Custodian may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omission made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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, provided that any such action or nonaction is in good faith, or the effect of any vote. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Notwithstanding anything to the contrary set forth in the Deposit Agreement or any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Owner or holder, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Depositary nor the Custodian shall be liable for the failure by any Owner or beneficial owner of American Depositary Shares to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Owners and beneficial owners of American Depositary Shares with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners of American Depositary Shares on account of their ownership of the American Depositary Shares, including without limitation tax consequences resulting from the Issuer (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

LIABILITY OF THE ISSUER AND THE DEPOSITARY. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall incur any liability to any Owner or holder of any Receipt (i) Receipt, if by reason of any provision of any present or future law, rule law or regulation of the United States, United Kingdom the Argentine Republic or any other country, or of any governmental or regulatory authority or stock exchange, including NASDAQ, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future future, of the corporate charter of the Issuer, or by reason of any provision of the Deposited Securities or any securities issued or distributed by the Issuer's articles , or any offering or distribution thereof, or by reason of association or similar document, any act of God, war, terrorism God or war or other circumstance circumstances beyond its control, the Depositary or the Issuer or any of their directors, employees, agents or affiliates shall be prevented prevented, delayed or forbidden from, or 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, (ii) ; nor shall the Depositary or the Issuer incur any liability to any Owner or holder of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the this Deposit Agreement it is provided shall or may be done or performed, (iii) or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or the Deposit Agreement, or (iv) for the inability of any Owner or holder 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 corporate charter of the Deposit Agreement, made available to Owners or holdersIssuer. Where, by the terms of a distribution pursuant to Sections 4.14.01, 4.2 4.02, or 4.3 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 4.04 of the Deposit Agreement, because of applicable law, or for any other reason, such distribution or offering may not be made available to Owner of ReceiptsOwners, and the Depositary may not dispose of 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. The Issuer and its directors, officers, employees, agents and affiliates assume assumes no obligation and nor shall not it be subject to any liability under this Deposit Agreement or any the Receipts to any OwnerOwners or holders of Receipts, Beneficial Owner or any other person (except for the Issuer’s that it agrees to perform its obligations specifically set forth in Section 5.8 of the Deposit Agreement); provided that the Issuer and its directors, officers, employees, agents and affiliates agree to perform their respective obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconductbad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this the Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconductbad faith. Without limitation of limiting the foregoingpreceding sentences, neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be (i) 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 liability, unless indemnity satisfactory to it 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. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful, for the content of any information submitted to it by the Issuer for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for any tax consequences that may result from the ownership of American Depositary Shares, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Issuer. Neither the Depositary nor the Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be (ii) liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder of a ReceiptOwner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositaryinformation including but not limited to, the Issuer and their respective directors, officers, employees, agents any such action or affiliates, and the Custodian may rely and shall be protected in acting nonaction based upon any written notice, request, opinion direction or other document believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omission omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary responsible and shall not be responsible have no liability 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, provided that any such action or nonaction is in good faith, or the effect of any such vote, or for any action taken or not taken with respect to any such vote, provided that the Depositary performed its obligations without negligence or bad faith. Subject In addition to and not in limitation of the terms and conditions second paragraph of this Article 18, with respect to any Pre-Release (as defined in Section 5.8 2.09 of the Deposit Agreement), the Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates and shall not be responsible for any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Subject expenses (a) which may be imposed under any United States Federal, state or local income tax laws or (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms and conditions of Section 5.8 2.05 of the Deposit Agreement. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, the Depositary agrees to indemnify the Issuerproxy statement, its directorsprospectus (or placement memorandum), employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Notwithstanding anything preliminary prospectus (or preliminary placement memorandum) relating to the contrary set forth in the Deposit Agreement offer or any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Owner or holder, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Depositary nor the Custodian shall be liable for the failure by any Owner or beneficial owner sale of American Depositary Shares to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Owners and beneficial owners of American Depositary Shares with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners of American Depositary Shares on account of their ownership of the American Depositary Shares, including without limitation tax consequences resulting from except to the extent any such liability or expense arises out of (i) information relating to the Depositary or any custodian, as applicable, furnished in writing and not materially changed or altered by the Issuer expressly for use in any of the foregoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. The Depositary may own and deal in any class of securities of the Issuer (or any of and its subsidiariesaffiliates) being treated as a "Passive Foreign Investment Company" (as defined and in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwiseReceipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

LIABILITY OF THE ISSUER AND THE DEPOSITARY. Neither the Depositary nor the Issuer Issuer, nor any of their respective directors, officers, employees, agents or affiliates affiliates, shall incur any liability to any Owner or holder Beneficial Owner of any Receipt Receipt, (i) if by reason of any provision of any present or future law, rule law or regulation of the United States, United Kingdom States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any securities exchange or market or automated quotation systemprovision, the provisions of or governing any Deposited Securities, any present or future provision future, of the Memorandum and Articles of Association of the Issuer's articles , or by reason of association any provision of any securities issued or similar documentdistributed by the Issuer, or any offering or distribution thereof, or by reason of any act of God, war, God or war or terrorism or other circumstance circumstances beyond its control, the Depositary or the Issuer shall be prevented prevented, delayed or forbidden from, or 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, (ii) by reason of any non-performance nonperformance or delay, caused as 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, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, or (iv) for the inability of any Owner or holder 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 Owners or holdersBeneficial Owners, or (v) for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.14.01 (Cash Distributions), 4.2 4.02 (Distributions Other Than Cash, Shares or 4.3 Rights) or 4.03 (Distributions in Shares) of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 4.04 (Rights) of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owner of ReceiptsOwners, and the Depositary may not dispose of 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. The Neither the Issuer and its directors, officers, employees, agents and affiliates assume no nor the Depositary assumes any obligation and or shall not be subject to any liability under this Deposit Agreement or any Receipts to any Owner, Beneficial Owner or any other person (except for the Issuer’s obligations specifically set forth in Section 5.8 of the Deposit Agreement); provided that the Issuer and its directors, officers, employees, agents and affiliates agree to perform their respective obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Owners or Beneficial Owner Owners of Receipts (including, including without limitation, limitation liability with respect to the validity or worth of the Deposited Securities), except that it agrees they have agreed to perform its their respective obligations specifically set forth in this the Deposit Agreement without gross negligence negligence, willful misconduct or willful misconductbad faith. Without limitation of the foregoing, neither Neither the Depositary nor the Issuer Issuer, nor any of their respective directors, officers, employees, agents or affiliates affiliates, 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 ReceiptsReceipts on behalf of any Owner, which in its opinion may involve it in expense Beneficial Owner or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be requiredother person, 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. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful, for the content of any information submitted to it by the Issuer for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for any tax consequences that may result from the ownership of American Depositary Shares, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Issuer. Neither the Depositary nor the Issuer Issuer, nor any of their respective directors, officers, employees, agents or affiliates affiliates, shall be liable for any action or nonaction inaction by it any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The DepositaryNeither the Depositary nor the Issuer, the Issuer and nor any of their respective directors, officers, employees, agents or affiliates, and the Custodian may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omission made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. 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, cast or the effect of any such vote; provided that any such action or nonaction inaction is in good faith, or the effect of any vote. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Issuer agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Subject to the terms and conditions of Section 5.8 of the Deposit Agreement, the Depositary agrees to indemnify the Issuer, its directors, employees, agents and affiliates and any Custodian under certain circumstances against, and hold each of them harmless from, certain liabilities or expenses. Notwithstanding anything to the contrary set forth in the Deposit Agreement or any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Owner or holder, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Depositary nor the Custodian shall be liable for the failure by any Owner or beneficial owner of American Depositary Shares to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Owners and beneficial owners of American Depositary Shares with any information about the tax status of the Issuer. The Depositary shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners of American Depositary Shares on account of their ownership of the American Depositary Shares, including without limitation tax consequences resulting from the Issuer (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.