Common use of Obligations of the Depositary, the Custodian and the Company Clause in Contracts

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts except that each has agreed to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability 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. Neither the Depositary, the Custodian nor the Company 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 Stock for deposit, any holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Mitsui & Co LTD), Deposit Agreement (Citibank,N.A./ADR)

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Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (OJSC Gazprom), Deposit Agreement (O a O Tatneft), Deposit Agreement (O a O Tatneft)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are 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 Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), other than that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without gross negligence or willful misconduct. 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 liability, unless indemnity satisfactory to it against all expense and liability 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for (i) any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, (ii) the inability by a Holder or for translation of Beneficial Owner to benefit from any noticedistribution, report offering, right or other document benefit which is made by a translator believed by it available to be competentholders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (ii) any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Ericsson Lm Telephone Co), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Holders or beneficial holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and good act without negligence or bad faith in the performance of such duties as are its obligations specifically set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holders or beneficial holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities) except that it agrees to act without negligence or bad faith in the performance of its obligations specifically set forth in this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian Custodians being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptHolder, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or for the effect of any such vote made, as long as provided that any such action or non-action is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Intercontinental Hotels Group PLC), Deposit Agreement (Intercontinental Hotels Group PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and good faith in the performance of such duties its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), other than that it agrees to use its best judgment and good faith in the performance of its obligations as are specifically set forth in the this Deposit Agreement. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock 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, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify 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 any matter arising wholly after the removal or resignation of the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by provided that the Depositary or exercised its agents (including best judgment and good faith while it acted as Depositary. No disclaimer of liability under the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in Securities Act of 1933 is intended by any class provision of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Glaxosmithkline PLC), Deposit Agreement (Glaxosmithkline PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Holder, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Abbey National PLC), Deposit Agreement (Abbey National PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Holders, except that each has agreed to use its best judgment and good faith in the performance of perform such duties obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders, except to perform such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary undertakes not to issue any Receipt of any Series other than to evidence American Depositary Shares of the Deposit Agreementcorresponding Series representing Deposited Securities of such Series then on deposit with the Custodian. The Depositary also undertakes not to sell (except as expressly provided herein), pledge or lend Deposited Securities of any Series held by it as Depositary. 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 liability, unless indemnity satisfactory to it against all expense and liability 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptHolder, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or for the effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC), Deposit Agreement (Royal Bank of Scotland Group PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner 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 with respect to U.S. legal issues, recognized Russian legal counsel for translation Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction; and provided, further, however, that in the case of the Depositary this shall include in-house counsel of the Depositary with respect to U.S. legal issues. The Depositary shall not be liable for any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or any request for a voting proxy, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Ojsc Polyus Gold), Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agents assumes no obligation nor shall it be subject to any liability under this Deposit AgreementAgreement 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 negligence or bad faith. Neither the Depositary nor the Company nor any of their respective 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 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. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective agents 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Royal Ahold), Deposit Agreement (Royal Ahold)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and good faith and to act without gross negligence in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), other than that it agrees to use its best judgment and good faith and to act without negligence in the performance of such duties as are specifically set forth in the this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished by the person or persons on whose behalf such action, suit, or other proceeding is brought or such other persons as the Depositary or the Company may require, 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 preceding sentence shall not constitute a defense in any action, suit, or proceeding against the Depositary or the Company, except with respect to any claim by any person or entity (including, but not being limited to, Owners and holders of Receipts) arising out of or relating to the alleged breach of any obligation by the Company or the Depositary to appear in, prosecute, or defend any action, suit, or other proceeding on behalf of any such person or entity. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Rio Tinto Shares for deposit, any holder of a ReceiptOwner, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will 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, in either case provided that any such action or nonaction is in good faith and is not negligent, or for the effect of any such vote made, as long as any such action or non-action is in good faithvote. The Company will indemnify Depositary shall not be liable for any acts or omissions made by a successor or predecessor 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, any Registrar provided that the Depositary exercised its best judgment and the Custodian against, good faith while it acted as Depositary and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faithwas not negligent. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. Notwithstanding anything to the contrary set forth in the Deposit Agreement or the Receipts, 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, Owners or holders, 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; provided that, to the extent legally permissible, the Depositary shall promptly notify the Company of any such demands or requests and the content of its response. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Owners or holders of interests in American Depositary Shares for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Rio Tinto LTD), Deposit Agreement (Rio Tinto PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Owners or Beneficial Owners of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a ReceiptOwner or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/Adr/), Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/Adr/)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Owners or Beneficial Owners of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify the Depositary, any Registrar faith and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Aktiebolaget Electrolux)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Preference Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company and the Depositary may rely and shall be protected in acting relying upon any written notice, request, direction, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Lloyds TSB Group PLC), Deposit Agreement (Lloyds TSB Group PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts or other persons, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agents assumes no obligation nor shall it be subject to any liability under this Deposit AgreementAgreement to any Owner or 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 negligence or bad faith. Neither the Depositary nor the Company nor any of their respective 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (MTN Group LTD/Adr)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian Depositary nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Holders or Beneficial Owners of Receipts except Receipts, other than that each has agreed of them agrees to use perform its best judgment obligations and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the Deposit Agreementvalidity 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 liability, unless indemnity satisfactory to it against all expense expenses and liability liabilities 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. Neither the Depositary, the Custodian nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder Holder or Beneficial Owner of a Receipt, Receipt or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or and the Company may rely and shall be protected in acting upon any written notice, request, direction, direction 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 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 negligence or bad faith while it acted as Depositary. Neither the Depositary nor the Custodian will shall be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner or effect of any such vote mademade either with or without request, or for not exercising any right to vote, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates affiliates, and in Receipts. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (HSBC Holdings PLC), Deposit Agreement (HSBC Holdings PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, in or 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by successor or predecessor 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, Depositary shall not incur any liability which for any failure to determine that any distribution or action may arise out be lawful or reasonably practicable, for the content of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) any information submitted to it by the Company 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 the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any of its agentsinformation provided or not provided by, or (ii) by the Depositary, such Registrar DTC or any DTC participant. No disclaimer of their agents (including liability under the Custodian), except for Securities Act of 1933 is intended by any liability arising out provision of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 2 contracts

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts, except that it agrees to use its best judgment and good faith in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts except (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), other than that each has agreed it agrees to use its best judgment and good faith in the performance of such duties as are specifically set forth in the this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Aktiebolaget Electrolux)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the Deposit this Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Agreement without gross negligence or willful misconduct. Each of the Deposit AgreementDepositary and its agents assumes no obligation nor shall it be subject to any liability under this 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 Agreement without gross negligence or willful misconduct. Neither the Depositary nor the Company nor any of their respective 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 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. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective agents shall be liable for any consequential or punitive damages or for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or Custodian, the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 any acts or omissions made by a predecessor depositary in connection with any matter arising wholly prior to the appointment 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 Securities, or for the manner or effect of in which any such vote madeis cast, as long as provided that any such action or non-action is in good faithfaith or the effect of any such vote. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, Depositary shall not incur any liability which for any failure to determine that any distribution or action may arise out be lawful or reasonably practicable (provided such determination of acts performed or omittedpracticability is made without bad faith), in accordance with for the provisions content of the Deposit Agreement or this Receipt, (i) any information submitted to it by the Company 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 the validity or worth of the Deposited Securities or 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 Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any of its agentsinformation provided or not provided by, DTC or (ii) by any DTC Participant. Neither the Depositary, such Registrar or Company nor the Depositary nor any of their respective agents (including the Custodian)shall incur any liability to Owners, except Beneficial Owners or third parties for any liability arising out of negligence for any special, consequential, indirect or bad faith. The Depositary will indemnify the Company against punitive damages for any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities breach of the Company and its affiliates and in Receiptsterms of this Agreement or otherwise No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited securitiesSecurities), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required~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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify the Depositary, any Registrar faith and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, is in accordance with the provisions terms of the Deposit Agreement Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement. The approval ofby the Company as contemplated hereby of any custodian, registrar, co-transfer agent or this Receipt, (i) other agent appointed by the Company or any Custodian shall not relieve such person of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsconnection with such appointment.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 Property or in respect of the ReceiptsADSs, 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Stock Shares for deposit, any holder of a ReceiptOwner or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will Company nor any of their respective directors, employees, agents or Affiliates shall incur any liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. 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 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 negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Global Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Global Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Global 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 Global Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a ReceiptOwner, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting nonaction based upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither The Depositary shall not be liable nor any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Global Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Global Deposit Agreement (Spark Networks PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the Deposit this Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Agreement without negligence or bad faith. Each of the Deposit AgreementDepositary and its agents assumes no obligation nor shall it be subject to any liability under this 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 Agreement without negligence or bad faith. Neither the Depositary nor the Company nor any of their respective 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 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. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective agents shall be liable for any consequential or punitive damages or for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company and their respective agents may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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, bad faith or willful misconduct while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary in connection with any matter arising wholly prior to the appointment of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence, bad faith or willful misconduct while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast, provided that any such action or nonaction is in good faith, without negligence and in accordance with the terms of the Agreement, or the effect of any such vote made, as long as any such action or non-action is in good faithvote. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, Depositary shall not incur any liability which for any failure to determine that any distribution or action may arise out be lawful or reasonably practicable (provided such determination of acts performed or omittedpracticability is made without bad faith), in accordance with for the provisions content of the Deposit Agreement or this Receipt, (i) any information submitted to it by the Company 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 the validity or worth of the Deposited Securities or 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 Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any of its agentsinformation provided or not provided by, or (ii) by the Depositary, such Registrar DTC or any DTC Participant. No disclaimer of their agents (including liability under the Custodian), except for Securities Act of 1933 is intended by any liability arising out provision of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Agreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without gross negligence or bad faith. 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 AgreementAgreement without gross negligence or bad faith. Neither the Depositary nor the Company Company, 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. Neither the Depositary, the Custodian Depositary nor the Company Company, nor any of their respective directors, officers, employees, agents or Affiliates shall be liable (i) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or (ii) for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that, in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will 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 inaction is in good faith) or the effect of any such vote. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the manner failure to make any distribution of cash or effect property with respect thereto as a result of (i) any act or failure to act of the Company, its agents, the Russian Share Registrar, or any of their respective directors, officers, employees, agents or Affiliates, (ii) any provision of any such vote madepresent or future law, as long as rule, regulation, fiat, order or decree of the United States, the Russian Federation or any such action other country, or non-action is in good faithon account of possible criminal or civil penalties or restraint, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or market or automated quotation system, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God, war, terrorism or other circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure). The Company will indemnify shall not be liable to the Depositaryany Owner or Beneficial Owner or any other person for the unavailability of the Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any provision of any present or future law, rule, regulation, fiat, order or decree of the United States, the Russian Federation or any Registrar other country, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or market or automated quotation system, or on account of possible criminal or civil penalties or restraint or (iii) any act of God, war, terrorism or other circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure). Neither the Custodian againstDepositary nor the Company, and hold each nor any of them harmless fromtheir respective directors, officers, employees, agents or Affiliates shall incur any liability in the case that any or all holders of Deposited Securities benefit from any distribution, offering, right or other benefit which may arise is not, under the terms of this Deposit Agreement, made available to any or all Owner(s) or Beneficial Owners of American Depositary Shares issued hereunder. The Depositary shall not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in the Russian Federation in connection with or arising out of acts performed book-entry settlement of Deposited Securities or omitted, otherwise. Notwithstanding anything to the contrary set forth in accordance with the provisions of the Deposit Agreement or this Receipta 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, (i) any Owner or Owners, any Receipt or Receipts or otherwise related hereto to the extent such information is requested or required by the Company or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of its agents, or (ii) by the Depositary, such Registrar the Custodian or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company shall be liable for the failure by any Owner or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against any liability which may arise out of acts performed such Owner's or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faithBeneficial Owner's income tax liability. The Depositary and the Custodian Company shall not incur any liability for any tax consequences that may own and deal in any class be incurred by Owners and/or Beneficial Owners on account of securities their ownership of the Receipts or American Depositary Shares. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or Affiliate of JPMorgan Chase Bank, N.A. Neither the Company and its affiliates and in Receiptsnor the Depositary nor any of their respective agents shall be liable to Owners or Beneficial Owners for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner, Beneficial Owner or other person, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner, Beneficial Owner or other person (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 AgreementAgreement without negligence or bad faith. 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 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 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 Depositaryother person. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or Depositary and the Company may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Corpbanca/Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts Receipts, except that each has agreed to use its best judgment and good faith in the performance of perform such duties obligations as are specifically set forth and undertaken by it to perform in this De­posit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Re­ceipts (including, without limitation, liability with respect to the Deposit Agreementvalidity or worth of the Deposited Securities), other than to perform such obligations as are specifically set forth and under­taken by it to perform in this De­posit Agreement without negli­gence or bad faith. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be requiredre­­­­­quired, and the Custodian shall not be under any obligation whatsoever what­soever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securi­ties, or for the manner in which any such vote is cast or effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any obligation or no obliga­tion nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 liability, unless indemnity satisfactory to it against all expense and liability 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or 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 AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any such person or entity claiming an interest in a Receipt unless such person or entity is the Owner thereof. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction omission by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting omission based upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action omission is in good faith. The With respect to any Pre-Release (as defined in Section 2.9), the Company will indemnify the Depositaryshall not be responsible to Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, any Registrar and the Custodian against, and hold each of them harmless from, any liability state or local income tax laws or (b) which may arise out of acts performed or omitted, in accordance with the provisions failure of the Deposit Agreement or this Receipt, (i) by Depositary to deliver Deposited Securities when required under the Company or any terms of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for Section 2.5 hereof. The preceding sentence shall not apply to any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability expense which may arise out of acts performed any misstatement or omitted by alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or its agents (including any Custodian, as applicable, furnished in writing and not materially changed or altered by the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal Company expressly for use in any class of securities of the Company and its affiliates and in Receiptsforegoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Trend Micro Inc)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Amended and Restated Deposit Agreement to holders Owners or Beneficial Owners of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Amended and Restated Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Amended and Restated Deposit Agreement to any Owner or Beneficial Owner 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 Amended and Restated Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar provision of this Amended and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Restated Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Skyepharma PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian The Depositary assumes no obligation nor the Company assumes any obligation or shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Holders, except that each has agreed to the Depositary shall use its best judgment and reasonable endeavors exercised in good faith in the performance of such duties as are its obligations specifically set forth in this Deposit Agreement. Under no circumstances shall the Depositary or its agents have any liability under this Deposit Agreement to Holders with respect to the validity or worth of the Deposited Securities. The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders, except that, the Company shall use reasonable endeavors exercised in good faith in the performance of its obligations specifically set forth in this Deposit Agreement. Neither the Depositary nor the Company nor any Director 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 Receipts that in its opinion may involve it or him in expense or liability, unless indemnity satisfactory to it or him against all expense and liability 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. Neither the Depositary, the Custodian Depositary nor the Company nor any Director shall be liable for any action or nonaction non-action by it or him in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Stock Shares for deposit, any holder of a ReceiptHolder, or any other person believed by it or him in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or for the effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify Subject to the DepositaryMemorandum and Articles, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, the advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Ukrainian counsel for Ukrainian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Ukrainian Depositary, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, Ukraine or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of the Corporate Documents of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) by any act of God or war or terrorism or other circumstance beyond its control. The Depositary shall not be liable for the Depositaryacts or omissions of any securities depository, such Registrar clearing agency or any of their agents (including the Custodian), except for any liability settlement system in connection with or arising out of negligence book-entry settlement of Deposited Securities or bad faithotherwise. The Depositary will indemnify No disclaimer of liability under the Company against Securities Act of 1933 is intended by any liability which may arise out provision of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Beneficial Owners, except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 Global Depositary Shares on behalf of any Owner or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under Beneficial Owners or any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositaryother person. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or Beneficial Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by it to be competent. The 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 Custodian issue out of which such potential liability arises the Depositary performed its obligations without negligence or the Company may rely and shall be protected in acting upon any written notice, request, direction, or other document believed by bad faith while it to be genuine and to have been signed or presented by the proper party or partiesacted as Depositary. Neither the Depositary nor the Custodian will Company shall 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 Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner 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 with respect to U.S. legal issues, recognized Russian legal counsel for translation Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction; and provided, further, however, that in the case of the Depositary this shall include in-house counsel of the Depositary with respect to U.S. legal issues. The Depositary shall not be liable for any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The DepositaryDepositary shall not be liable for the acts or omissions of any securities depository, the Custodian clearing agency or the Company may rely and settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or any request for a voting proxy, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence and in good faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or 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 AgreementAgreement without negligence and in good faith. Back to Contents 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or Depositary and the Company may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will removal or resignation of the Depositary, provided that in connection with the issue one of which such potential liability arises the Depositary performed its obligations without negligence or and in good faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The With respect to any Pre-Release (as defined in Section 2.10), the Company will indemnify the Depositaryshall not be responsible for any liabilities or expenses (a) which may be imposed under any United States Federal, any Registrar and the Custodian against, and hold each of them harmless from, any liability state or local income tax laws or (b) which may arise out of acts performed or omitted, in accordance with the provisions failure of the Deposit Agreement or this Receipt, (i) by Depositary to deliver Deposited Securities when required under the Company or any terms of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for Section 2.6 hereof. The preceding sentence shall not apply to any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability expense which may arise out of acts performed any misstatement or omitted by alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or its agents (including the Custodian) due to negligence , as applicable, furnished in writing and not materially changed or bad faith. The Depositary and altered by the Custodian may own and deal Company expressly for use in any class of securities of the Company and its affiliates and in Receiptsforegoing documents, or, (ii) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (New World Development Co LTD /Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Beneficial Owner, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a ReceiptOwner, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting nonaction based upon any written notice, request, direction, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the DepositarySecurities Act is intended by any provision of this Deposit Agreement. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Registrar and the Custodian against, and hold each of them harmless from, Owner or Beneficial Owner or any liability other person with respect to any deficiency which may might arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, because (i) the amount available for distribution to the Owners by the Company Depositary in the event that the Registration Date does not occur (and the Initially Deposited Shares are not deposited hereunder) on or any before the Termination Date (together with interest accrued thereon) is less than the aggregate subscription price of its agents, such Receipts in the Offering or (ii) by the Depositary, such Registrar Depositary is subject to any tax in respect of the Deposited Property or any of their agents (including the Custodian), except for part thereof or any liability arising out of negligence income therefrom or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsproceeds thereof.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Holders or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holder or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Property), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 Property or in respect of the ReceiptsADSs, 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Holder or any other person believed by it in good faith to be competent to give such advice or information. 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 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 negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for translation the manner in which any such vote is cast or the effect of any noticesuch vote, report provided that any such action or other document made by a translator believed by it to be competentnonaction is without negligence or bad faith. The Depositary, its controlling persons, its agents, any Custodian and the Custodian or the Company Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither No disclaimer of liability under the Depositary nor the Custodian will be responsible for Securities Act of 1933 is intended by any failure to carry out any instructions to vote any provision of the Deposited Securities or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and to act in good faith in the performance of such duties as are specifically its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts (including without limitation, liability with respect to the validity or worth of the Deposited Securities), except than it agrees to use its best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Ordinary Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action omission is in good faith. The Company will indemnify the Depositary, any Registrar faith and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions terms of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faithAgreement. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Holders or Beneficial Owners, except that each has agreed it agrees to use its best judgment and act in good faith and without negligence in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders or Beneficial Owners of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Deposit Agreement. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Company. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptHolder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The the Depositary, the Custodian or its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Sk Telecom Co LTD)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Restricted Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Restricted Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Restricted 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 Restricted Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Restricted Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Restricted Deposit Agreement (B) (Smartforce Public LTD Co)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and to act in good faith in the performance of such duties as are specifically its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts (including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to use its best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Ordinary Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action omission is in good faith. The Company will indemnify the Depositary, any Registrar faith and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions terms of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faithAgreement. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (CRH Public LTD Co)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes no obligation nor shall it or any obligation or shall of its agents be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it or any of its agents 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 AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company nor their respective 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 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 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. Neither the Depositary, the Custodian Depositary nor the Company nor their respective agents shall be liable for any action or nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madeor instruction, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, the advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Ukrainian counsel for Ukrainian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Depository of Shares, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, Ukraine or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of the Corporate Documents of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) by any act of God or war or terrorism or other circumstance beyond its control. The Depositary shall not be liable for the Depositaryacts or omissions of any securities depository, such Registrar clearing agency or any of their agents (including the Custodian), except for any liability settlement system in connection with or arising out of negligence book-entry settlement of Deposited Securities or bad faithotherwise. The Depositary will indemnify No disclaimer of liability under the Company against Securities Act of 1933 is intended by any liability which may arise out provision of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 Property), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 Property or in respect of the ReceiptsADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be immediately furnished on demand 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptOwner or Beneficial Owner, 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 translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report or other document made by a translator believed by it jurisdiction for legal issues with respect to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting upon any written notice, request, direction, or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesthat jurisdiction. Neither the Depositary nor the Custodian will Company nor any of their respective directors, employees, agents or affiliates shall incur any liability for any consequential or punitive damages or loss of profit arising from any breach of the terms of the Deposit Agreement. 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 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 negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of without negligence or bad faith. The Depositary will indemnify No disclaimer of liability under the Company against Securities Act of 1933 is intended by any liability which may arise out provision of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 Property or in respect of the Receiptsany ADSs, 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a ReceiptOwner, Beneficial Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will Company nor any of their respective directors, employees, agents or affiliates shall incur any liability for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. 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 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 negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for any acts or omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the appointment of the Depositary or 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement. The Company will indemnify the Depositary, any Registrar subject to Sections 2.05, 2.09 and the Custodian against3.05 hereof and to applicable laws, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsADSs.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners, Beneficial Owners or other persons, including for any consequential or punitive damages, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 and for any consequential or punitive damages), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, if the advice is within the scope of responsibility or commonly recognized expertise or knowledge of the person giving it and reasonably relates to the performance of the Depositary’s or the Company’s obligations under this Agreement, as the case may be. The Depositary shall not be liable for translation of any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Xinhua Finance LTD)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners, Beneficial Owners or other persons, including for any consequential or punitive damages, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 and for any consequential or punitive damages), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, if the advice is within the scope of responsibility or commonly recognized expertise or knowledge of the person giving it and reasonably relates to the performance of the Depositary’s or the Company’s obligations under this Agreement, as the case may be. The Depositary shall not be liable for translation of any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner 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 U.S. counsel with respect to U.S. legal issues, Russian legal counsel for translation Russian legal issues and counsel from any other jurisdiction for legal issues with respect to that jurisdiction; and provided, further, however, that in the case of the Depositary this shall include in-house counsel of the Depositary with respect to U.S. legal issues. The Depositary shall not be liable for any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or any request for a voting proxy, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company will indemnify or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions unavailability of the Deposit Agreement Deposited Securities or this Receipt, for the failure to make any distribution of cash or property with respect thereto as a result of (i) by any provision of any present or future law or regulation of the Company United States, the Russian Federation or any of its agentsother country, or (ii) by the Depositary, such Registrar any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or (iii) any act of their agents (including the Custodian)God or war or other circumstance beyond its control, except for any liability arising out of negligence or bad faith. The Depositary will indemnify that the Company against any liability which may arise out shall be responsible for ensuring the transfer and recordation of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary Shares upon deposit of Shares as provided in Section 2.02 and upon surrender of Receipts as provided in Section 2.05 and the Custodian may own and deal Company shall have responsibility as provided in Section 5.13. No disclaimer of liability under the Securities Act of 1933 is intended by any class provision of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (RBC Information Systems)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Beneficial Owner, Holder or other person, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Beneficial Owner, Holder or other person (including, without limitation, liability with respect to the validity or worth or fair market value of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without gross negligence or bad faith. Neither the Depositary nor Depositary, its agents, the Company nor 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 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. Neither the Depositary, the Custodian nor its agents, the Company nor its agents 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 Stock Shares for deposit, any holder of a ReceiptHolder or Beneficial Owner, or any other person believed by it in good faith and without gross negligence to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faithfaith and without gross negligence. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Erste Bank Der Oesterriechischen /Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Owners or Beneficial Owners of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owners 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Trintech Group PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders any Owner or Holder (including, without limitation, liability with respect to the validity or worth of Receipts the Deposited Securities), except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. 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 American Depositary Shares on behalf of any Owner or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under Holder or any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositaryother person. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or Holder or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The DepositaryDepositary shall not be liable for the acts or omissions of any securities depository, the Custodian clearing agency or the Company may rely and settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will 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 madevote, as long as provided that any such action or non-action is in good faith. The Neither the Depositary nor the Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, shall incur any liability which for any failure to determine that any distribution or action may arise out of acts performed be lawful, feasible or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agentsreasonably practicable, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any tax consequences that may result from the ownership of American Depositary Shares or Deposited Securities, for the credit-worthiness of any third party or for allowing any rights to lapse upon the terms of this Deposit Agreement. No disclaimer of liability arising out under the United States federal securities laws is intended by any provision of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian The Company and its agents assume no obliga­tion nor the Company assumes any obligation or shall they be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation nor shall they 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 the Depositary agrees to per­form its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company 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 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. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Travelsky Technology LTD)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its directors, employees, agents and affiliates assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and no implied covenants or obligations shall be read into this Deposit Agreement against the Company or its agents. Each of the Depositary and its directors, employees, agents and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit AgreementAgreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or its agents. Neither the Depositary nor the Company shall be under any obligation to appear in, in or 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 Receipts on behalf of any Owner or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be requiredBeneficial Owner or other 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Grupo Modelo Sa De Cv)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company will indemnify or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions unavailability of the Deposit Agreement Deposited Securities or this Receipt, for the failure to make any distribution of cash or property with respect thereto as a result of (i) by any provision of any present or future law or regulation of the Company United States, the Russian Federation or any of its agentsother country, or (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or (iii) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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, and in accordance with the terms of, this Deposit AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts or Beneficial Owners of Receipts, except that each has agreed it agrees to use perform its best judgment obligations specifically set forth in this Deposit Agreement without negligence and to act in good faith in the performance of such duties as are duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts or Beneficial Owners of Receipts (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 negligence and to act in good faith in the Deposit Agreementperformance of such duties. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence and in good faith while it to be competentacted as Depositary. The DepositaryDepositary shall not be liable for the acts or omissions of any securities depository, the Custodian clearing agency or the Company may rely and settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under the 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 the Deposit Agreement without negligence or bad faith. 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 ReceiptsADSs, 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will 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 madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Russian Central Securities Depository, the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities provision of the Company and its affiliates and in ReceiptsDeposit Agreement.

Appears in 1 contract

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

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts Receipts, except that each has agreed it agrees to use its best judgment and to act in good faith in the performance of such duties as are specifically its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts (including without limitation, liability with respect to the validity or worth of the Deposited Securities), except than it agrees to use its best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Ordinary Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action omission is in good faith. The Company will indemnify the Depositary, any Registrar faith and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions terms of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faithAgreement. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Keppel Corporation LTD /Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. 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 AgreementAgreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner 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 U.S. counsel with respect to U.S. legal issues, Russian legal counsel for translation Russian legal issues and counsel from any other jurisdiction for legal issues with respect to that jurisdiction; and provided, further, however, that in the case of the Depositary this shall include in-house counsel of the Depositary with respect to U.S. legal issues. The Depositary shall not be liable for any notice, report acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or any request for a voting proxy, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any act or failure to act of the Company will indemnify or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Registrar and Owner or Beneficial Owner or any other person for the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions unavailability of the Deposit Agreement Deposited Securities or this Receipt, for the failure to make any distribution of cash or property with respect thereto as a result of (i) by any provision of any present or future law or regulation of the Company United States, the Russian Federation or any of its agentsother country, or (ii) by the Depositary, such Registrar any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or (iii) any act of their agents (including the Custodian)God or war or other circumstance beyond its control, except for any liability arising out of negligence or bad faith. The Depositary will indemnify that the Company against any liability which may arise out shall be responsible for ensuring the transfer and recordation of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary Shares upon deposit of Shares as provided in Section 2.02 and upon surrender of Receipts as provided in Section 2.05 and the Custodian may own and deal Company shall have responsibility as provided in Section 5.13. No disclaimer of liability under the Securities Act of 1933 is intended by any class provision of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Scientific Production Corp Irkut)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts Owners or Beneficial Owners, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. 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 negligence or bad faith. 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 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The DepositaryDepositary shall not be liable for the acts or omissions of any securities depository, the Custodian clearing agency or the Company may rely and settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Holder, except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company nor the Foreign Registrar 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 American Depositary Shares on behalf of any Owner or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under Holder or any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositaryother person. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or Depositary and the Company may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 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 Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Socotherm Americas S.A.)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts except Receipts, other than that each has agreed it agrees to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities) other than that it agrees to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the a Custodian being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action failure to act is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Sandvik Ab /Fi)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement or the Receipts to holders Holders or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agent and the Custodian and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons, except that each has agreed to use its best judgment perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary, the Custodian and good faith in the performance of Company undertake to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Neither Without limitation of the preceding, none of the Depositary nor or its agents, the Custodian or its agents or the Company 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 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 no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither None of the Depositary, the Custodian nor Depositary or its agents or the Company or its agents shall be liable for any action or nonaction inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Holder or any other person believed by it or them in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The Depositarythe Depositary and its agents, the Custodian or and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the The Depositary nor the Custodian will shall not be responsible for the manner in which any failure to carry out any instructions to vote any of the Deposited Securities is cast or for the manner or effect of any such vote madevote, as long as any such action or non-action is provided that the Depositary acted in good faith. The Company will indemnify Subject to compliance with all applicable laws, rules and regulations, the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Owners or Beneficial Owners of Receipts Receipts, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in the this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner 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 negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner 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 translation U.S. legal issues, recognized Russian counsel for Russian legal issues and recognized counsel of any notice, report other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action inaction is in good faith. The Company will indemnify Depositary shall not be liable to the DepositaryCompany, any Registrar and Owner or Beneficial Owner of a Receipt or any other person for the Custodian against, and hold each unavailability of them harmless from, Deposited Securities or for the failure to make any liability which may arise out distribution of acts performed cash or omitted, in accordance property with the provisions respect thereto as a result of the Deposit Agreement or this Receipt, (i) by any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of its agentsthe Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (iivi) any act of God or war or other circumstance beyond its control. No disclaimer of liability under the Securities Act of 1933 is intended by the Depositary, such Registrar or any provision of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Holder, except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without gross negligence or willful misconduct. The Depositary and its agents assume no obligation nor shall any of them be subject to any liability under this Deposit Agreement (including, without limitation, liability with respect to the validity or worth of the Deposited Securities) to Owners or Holders, except to perform its obligations specifically set forth in this Deposit AgreementAgreement without gross negligence or willful misconduct. Neither the The Depositary nor the Company and its agents shall be under any no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ReceiptsAmerican Depositary Shares. The Company and its agents shall be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability 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. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective agents 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 Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information. 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 any matter arising wholly after the removal or resignation of the Depositary. The Depositary shall not be liable for the acts or omissions made by, or the solvency of, any securities depository, clearing agency or settlement system. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided that such failure is not in bad faith), or for translation the manner in which any such vote is cast or the effect of any noticesuch vote. The Depositary shall not be responsible for, report and shall incur no liability in connection with or other document made by arising from, the insolvency of any Custodian that is not a translator believed by branch or affiliate of J.X. Xxxxxx. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to be competentact, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. The Depositary, the Custodian or its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. Neither The Depositary shall be under no obligation to inform Owners or Holders about the Depositary nor the Custodian will be responsible for any failure to carry out any instructions to vote any requirements of the Deposited Securities Korean law, rules or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company regulations or any of its agents, changes therein or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faiththereto. The Depositary will indemnify may rely upon instructions from the Company against in respect of any liability which may arise out of acts performed approval or omitted by the Depositary license required for any currency conversion, transfer or its agents (including the Custodian) due to negligence or bad faithdistribution. The Depositary and the Custodian its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. Notwithstanding anything to the contrary set forth in this 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 this Deposit Agreement, any Owner or Owners, any Receipt or Receipts or otherwise related hereto or thereto 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. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Owner or Holder to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owner’s or Holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Owners and Holders on account of their ownership of the Receipts or American Depositary Shares. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company 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 the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Neither the Depositary, the Company nor any of their respective agents shall be liable to Owners or Holders for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor Each of the Company and its agents assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement or the Receipts to holders Owners or Beneficial Owners or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agents and the Custodian and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Owners or Beneficial Owners or other persons, except that each has agreed to use its best judgment perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary, the Custodian and good faith in the performance of Company undertake to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Neither Without limitation of the preceding, none of the Depositary nor or its agents, the Custodian or its agents or the Company 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 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 no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither None of the Depositary, the Custodian nor Depositary or its agents or the Company or its agents shall be liable for any action or nonaction inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptOwner, Beneficial Owner or any other person reasonably believed by it or them in good faith to be competent to give such advice or information, or for translation . Each of any notice, report or other document made by a translator believed by it to be competent. The Depositarythe Depositary and its agents, the Custodian or and its agents and the Company and its agents may rely and shall be protected in acting upon any written notice, request, direction, direction or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the The Depositary nor the Custodian will shall not be responsible for the manner in which any failure to carry out any instructions to vote any of the Deposited Securities is cast or for the manner or effect of any such vote madevote, as long as any such action or non-action is provided that the Depositary acted in good faith. The Company will indemnify Subject to compliance with all applicable laws, rules and regulations and subject to Section 5.9 hereof, the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the this Deposit Agreement to holders Holders of Receipts, except that it agrees to act without gross negligence or bad faith in the performance of its obligations specifically set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities) except that each has agreed it agrees to use its best judgment and act without gross negligence]and in good faith in the performance of such duties as are its obligations specifically set forth in the this Deposit Agreement. 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 liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian Custodians being solely to the Depositary. Neither the Depositary, the Custodian Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a ReceiptHolder, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner or in which any such vote is cast or, for the effect of any such vote made, as long as provided that any such action or non-action is in good faith. The Company will indemnify 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 any matter arising wholly after the removal or resignation of the Depositary, any Registrar provided that the Depositary exercised its best judgment and the Custodian against, and hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the good faith while it acted as Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Signet Group PLC)

Obligations of the Depositary, the Custodian and the Company. Neither the Depositary, the Custodian nor the The Company assumes any no obligation or nor shall it be subject to any liability under the Deposit this Agreement to holders of Receipts any Owner or Beneficial Owner, except that each has agreed it agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the Deposit Agreementvalidity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Agreement without negligence or bad faith. 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 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. Neither the Depositary, the Custodian Depositary nor the Company 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 Stock Shares for deposit, any holder of a ReceiptOwner, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely and shall be protected in acting nonaction based upon any written notice, request, direction, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. Neither 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 nor or in connection with any matter arising wholly after the Custodian will 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 Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the DepositarySecurities Act is intended by any provision of this Agreement. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Registrar and the Custodian against, and hold each of them harmless from, Owner or Beneficial Owner or any liability other person with respect to any deficiency which may might arise out of acts performed or omitted, in accordance with the provisions of the Deposit Agreement or this Receipt, because (i) the amount available for distribution to the Owners by the Company Depositary in the event that the Registration Date does not occur (and the Initially Deposited Shares are not deposited hereunder) on or any before the Termination Date (together with interest accrued thereon) is less than the aggregate subscription price of its agents, such Receipts in the Offering or (ii) by the Depositary, such Registrar Depositary is subject to any tax in respect of the Deposited Property or any of their agents (including the Custodian), except for part thereof or any liability arising out of negligence income therefrom or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in Receiptsproceeds thereof.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa/Adr)

Obligations of the Depositary, the Custodian and the Company. Neither the DepositaryThe Company and its directors, the Custodian employees, agents and affiliates assume no obligation nor the Company assumes any obligation or shall they be subject to any liability under the this Deposit Agreement to holders of Receipts any Owner or Holder, except that each has agreed the Company agrees to use perform its best judgment and good faith in the performance of such duties as are obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and its directors, employees, agents and affiliates assume no obligation nor shall they be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit AgreementAgreement without negligence or bad faith. Neither the Depositary nor the Company Company, nor any of their respective directors, employees 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 American Depositary Shares on behalf of any Owner or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under Holder or any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositaryother person. Neither the Depositary, the Custodian Depositary nor the Company Company, nor any of their respective directors, employees or affiliates, shall be liable for any action or nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock Shares for deposit, any holder of a Receipt, Owner or any other person believed by it in good faith to be competent to give such advice or information, . The Depositary shall not be liable for any acts or for translation of any notice, report or other document omissions made by a translator believed by 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 negligence or bad faith while it to be competentacted as Depositary. The DepositaryDepositary shall not be liable for the acts or omissions of any securities depository, the Custodian clearing agency or the Company may rely and settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall be protected in acting upon any written 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. Neither the Depositary nor the Custodian will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities Securities, or for the manner in which any such vote is cast or the effect of any such vote madevote, as long as provided that any such action or non-action nonaction is in good faith. The Company will indemnify No disclaimer of liability under the Depositary, Securities Act of 1933 is intended by any Registrar and the Custodian against, and hold each provision of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the provisions of the this Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents (including the Custodian) due to negligence or bad faith. The Depositary and the Custodian may own and deal in any class of securities of the Company and its affiliates and in ReceiptsAgreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

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