Common use of Prevention of or Delay Clause in Contracts

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company. None of the Depositary, any Depositary’s Agent, the Registrar or the Company shall incur any liability to any holder of any Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Restated Certificate of Incorporation (including the Authorizing Resolutions) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company incur any liability to any holder of a Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) of the party charged with such exercise or failure to exercise.

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the CompanyCorporation. None of Neither the Depositary, Depositary nor any Depositary’s AgentAgent nor any Registrar nor any Transfer Agent nor the Corporation, as the Registrar or the Company case may be, shall incur any liability to any holder Holder of Receipts or any Receiptbeneficial owner, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the RegistrarRegistrar or any Transfer Agent, as the case may be, by reason of any provision, present or future, of the CompanyCorporation’s Restated Certificate of Incorporation charter, as it may be amended from time to time, (including the Authorizing ResolutionsArticles Supplementary) or by reason of any act of God or war God, terrorist acts, pandemics, epidemics, war, civil unrest or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar Registrar, the Transfer Agent or the Company Corporation, as the case may be, shall be prevented prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar Registrar, any Transfer Agent or the Company Corporation, as the case may be, incur any liability to any holder Holder of a Receipt, Depositary Share Receipt or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock any beneficial owner (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, except in case the event of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence or willful misconduct (which gross negligence or willful misconduct must be each as determined by a final, final non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction) of the party charged with such exercise or failure to exercise.

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the CompanyCorporation. None of Neither the Depositary, Depositary nor any Depositary’s Agent, Agent nor any Registrar nor any Transfer Agent nor the Registrar or the Company Corporation shall incur any liability to any holder Holder of Receipt or any Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock beneficial owner thereof if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the RegistrarRegistrar or any Transfer Agent, by reason of any provision, present or future, of the CompanyCorporation’s Restated Certificate of Incorporation (including the Authorizing ResolutionsCertificate of Designations) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar Registrar, the Transfer Agent or the Company Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar Registrar, any Transfer Agent or the Company Corporation incur any liability to any holder Holder of a Receipt, Depositary Share Receipt or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock any beneficial owner thereof (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement exceptexcept in the event of the bad faith, in case of any such exercise or failure to exercise discretion not caused as aforesaidgross negligence, if caused by the gross negligence or willful misconduct or fraud (which gross negligence or willful misconduct must be each as determined by a final, final non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction) of the party charged with such exercise or failure to exercise.

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the CompanyCorporation. None of Neither the Depositary, Depositary nor any Depositary’s Agent, Agent nor any Registrar nor any Transfer Agent nor the Registrar or the Company Corporation shall incur any liability to any holder Holder of Receipt or any Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock beneficial owner thereof if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the RegistrarRegistrar or any Transfer Agent, by reason of any provision, present or future, of the CompanyCorporation’s Restated Certificate of Incorporation (including the Authorizing ResolutionsCertificate of Designations) or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar Registrar, the Transfer Agent or the Company Corporation shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s Agent, any Registrar Registrar, any Transfer Agent or the Company Corporation incur any liability to any holder Holder of a Receipt, Depositary Share Receipt or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock any beneficial owner thereof (i) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement exceptexcept in the event of the bad faith, in case of any such exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence or willful misconduct (which gross negligence or willful misconduct must be each as determined by a final, final non-appealable order, judgment, decree or ruling judgment of a court of competent jurisdiction) of the party charged with such exercise or failure to exercise.

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the CompanyTransfer Agent. None of the Depositary, any Depositary’s Agent, the any Registrar or the Company and any Transfer Agent shall incur any liability to the Corporation or to any holder Record Holder of any Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock a Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Restated Certificate of Incorporation (including the Authorizing Resolutions) or by reason of any act of God God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, civil unrest, war or other circumstance beyond the control of the relevant party, the Depositary, the any such Depositary’s Agent, the any such Registrar or the Company any such Transfer Agent shall be prevented prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor . Nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company nor any Transfer Agent incur any liability to the Corporation or to any holder Record Holder of a Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock Receipt (ia) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, performed or (iib) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any such exercise of, or failure to exercise exercise, discretion not caused as aforesaid, if caused by the gross negligence or negligence, willful misconduct or bad faith of the party charged with such exercise or failure to exercise (which gross negligence or negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) of the party charged with such exercise ), or failure to exerciseas otherwise explicitly set forth in this Agreement.

Prevention of or Delay. in Performance by the Depositary, the Depositary’s Agents, the Registrar or the CompanyTransfer Agent. None of the Depositary, any Depositary’s Agent, the any Registrar or the Company and any Transfer Agent shall incur any liability to the Corporation or to any holder Record Holder of any Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock a Receipt if by reason of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Company’s Amended and Restated Certificate Articles of Incorporation (including the Authorizing Resolutions) or by reason of any act of God God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, civil unrest, war or other circumstance beyond the control of the relevant party, the Depositary, the any such Depositary’s Agent, the any such Registrar or the Company any such Transfer Agent shall be prevented prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement provide shall be done or performed; nor . Nor shall the Depositary, any Depositary’s Agent, any Registrar or the Company nor any Transfer Agent incur any liability to the Corporation or to any holder Record Holder of a Receipt, Depositary Share or Class A Common Stock issued upon the conversion of the Convertible Preferred Stock Receipt (ia) by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may be done or performed, performed or (iib) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement except, in case of any such exercise of, or failure to exercise exercise, discretion not caused as aforesaid, if caused by the gross negligence or negligence, willful misconduct or bad faith of the party charged with such exercise or failure to exercise (which gross negligence or negligence, willful misconduct or bad faith must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) of the party charged with such exercise ), or failure to exerciseas otherwise explicitly set forth in this Agreement.