Common use of Representations and Warranties of Depositors Clause in Contracts

Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor) are validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and 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 and (iv) 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 and have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance, cancellation and transfer of ADSs. If any such representations or warranties are false in any way, the Company and 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.

Appears in 2 contracts

Samples: Deposit Agreement (SKF Inc), Deposit Agreement (SKF Inc)

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Representations and Warranties of Depositors. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor) therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and 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 and (iv) 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 and have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares Shares, the issuance and cancellation of ADSs in respect thereof and the issuance, cancellation and transfer of such ADSs. If any such representations or warranties are false in any way, the Company and 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.

Appears in 2 contracts

Samples: Deposit Agreement (Orix Corp), Deposit Agreement (Orix Corp)

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Representations and Warranties of Depositors. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represents and warrant warrants that (i) such Shares (and the certificates therefor) therefor are duly authorized, validly issuedissued and outstanding, fully paid, non-assessable nonassessable and legally obtained by such person, (ii) all preemptive (pre-emptive and similar) comparable rights, if any, with respect to such Shares, Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do do, and (iv) 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 and have not been stripped of any rights or entitlementsclaim. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance, issuance and cancellation of GDSs in respect thereof and the transfer of ADSssuch GDSs, including, without limitation, the adjustment of the Depositary's records in respect of the Master GDR. If any such of the representations or warranties are false incorrect in any way, the Company and the Depositary shall be authorizedmay, at the cost and expense of the person depositing Sharesbreaching Holder or the Holder acting on behalf of a third party, to and each of them, take any and all actions necessary to correct the consequences thereofof such misrepresentation.

Appears in 1 contract

Samples: Deposit Agreement

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