Common use of Representations and Warranties of Depositors Clause in Contracts

Representations and Warranties of Depositors. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iii) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (iv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Every Each person depositing Shares Eligible Securities under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares (i)such Eligible Securities and each certificate the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Eligible Securities have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (iiiv) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Eligible Securities Act, (iii) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, except as contemplated in Section 2.12 of the Deposit Agreement, and the ADSs issuable upon such deposit will not be, except as contemplated in Section 2.12 of the Deposit Agreement, Restricted Securities, and (ivv) the Shares Eligible Securities presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit of Eligible Securities and the withdrawal of SharesDeposited Securities, and the issuance and cancellation of American Depositary Shares such ADSs in respect thereof and the transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing SharesEligible Securities, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received American Depositary Shares or to whom or upon whose order American Depositary Shares were issued on the deposit of Shares agrees and understands that the Depositary shall be relying on the representations set forth herein with respect to each such deposit and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, every Holder and Beneficial Owner agrees that the Depositary and the Company shall be relying on such representations and warranties and every such Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with any such representations or warranties being false or misleading in any way.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities, and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, every Holder and Beneficial Owner agrees that the Depositary shall be relying on such representations and warranties and every such Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates against, and hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any such representations or warranties being false in any way.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Each Holder and Beneficial Owner further agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as defined in Section 5.8 hereof) which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all pre-emptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities, (ivv) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner that received American Depositary Shares or to whom or upon whose order American Depositary Shares were issued on the deposit of Shares agrees and understands that the Depositary and the Company shall be relying on the representations set forth herein with respect to each such deposit and person(s) and, as a result thereof, each such Holder and Beneficial Owner agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any Losses (as hereinafter defined) which any of them may incur or which may be made against any of them as a result of or in connection with these representations and warranties.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and each certificate therefor the certificates therefor) are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities and (ivv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Each Holder and Beneficial Owner further agrees to indemnify the Depositary, any Custodian, the Company and each of their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any losses, liabilities, taxes, costs, claims, judgments, proceedings, actions, demands and any charges or expenses of any kind whatsoever (including, but not limited to, reasonable fees and expenses of counsel and, in each case, any value added taxes and any similar taxes charged or otherwise imposed in respect thereof) which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties.

Representations and Warranties of Depositors. Every Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and each certificate therefor are duly authorized, validly issued, fully paid, non-assessable and free of any preemptive rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, (ii) all preemptive (and that similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iiiiv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (ivexcept as contemplated by Section 2.11 of the Deposit Agreement), (v) the Shares presented for deposit have not been stripped of any rights or entitlements, (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived and (vii) at the time of deposit and for the entire period in which the Shares are held, such person is not located in India, a resident of India or to, or for the account or benefit of such person. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the issuance, cancellation and transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.. 44