Common use of Representations and Warranties on Deposit of Shares Clause in Contracts

Representations and Warranties on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 on Deposit of Shares. Each person depositing presenting Shares for deposit under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances 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 have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreementvalidly waived. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement2.14), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 ADSs or to whom or upon whose order ADSs 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 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 on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and thereof, the transfer of such ADSsADSs and the termination of the Deposit Agreement. 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 ADSs or to whom or upon whose order ADSs were issued on the deposit of Shares agrees and understands that the Depositary, the Custodian 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 on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and thereof, the transfer of such ADSsADSs and the termination of the Deposit Agreement. 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 ADSs or to whom or upon whose order ADSs were issued on the deposit of Shares agrees and understands that the Depositary, the Custodian 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 on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement2.14), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable non‑assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock‑up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. By becoming a Holder or Beneficial Owner on the deposit of Shares, each Holder and Beneficial Owner agrees that the Depositary shall be relying on such representations and warranties of such Holder or Beneficial Owner and 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 the 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 in any way.

Representations and Warranties on Deposit of Shares. 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 duly authorized, validly issuedissued and outstanding, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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) that any of them may incur or that may be made against any of them as a result of or in connection with the foregoing representations and warranties.

Representations and Warranties on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive pre-emptive (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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive pre-emptive (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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to 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 the foregoing representations and warranties.

Representations and Warranties on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (ii) all preemptive pre-emptive (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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable non‑assessable and were legally obtained by such person, (ii) all preemptive pre-emptive (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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock‑up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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 dodo so, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor each certificate therefor, if any, are duly and validly authorized, validly issuedissued and outstanding, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and or cancellation of Receipts, transfers of such ADSs and adjustments in the Depositary’s records in respect thereof and the transfer of such ADSsthereof. 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 person depositing Shares, taking delivery of or transferring Receipts or any beneficial interest therein, or surrendering Receipts or any beneficial interest therein and withdrawing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares or Receipts are not Restricted Securities and that any such deposit, transfer or surrender and withdrawal is not restricted under the Securities Act and is in accordance with the applicable restrictions and conditions on transferability set forth in this Deposit Agreement, in each case in accordance with any applicable securities laws of any State of the United States. Such representations and warranties shall survive any such deposit, transfer or surrender and withdrawal of the Shares or the Receipts or beneficial interest therein.

Representations and Warranties on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) it is in compliance, and (vii) shall at all requisite regulatory approvals times comply, with the Telstra Act and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect the constitution of the transfer of Company (the Shares “Constitution”) with respect to the Custodianall Shares, the American Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit AgreementShares, Receipts and Deposited Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances that such person is not an Affiliate or, if such person is an Affiliate that the Shares or other Deposited Securities being deposited are exempt from registration under the Securities Act or have been duly obtainedregistered under the Securities Act (and such registration statement has been declared effective). To the extent an Affiliate is or becomes a Holder or Beneficial Owner, such Affiliate represents that it shall not (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and all requisite applicable regulatory notifications reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares registered under the Deposit AgreementSecurities Act (and such registration statement has been declared effective). Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-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 ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant warrant, that (ia) such Shares and the certificates therefor each certificate therefor, if applicable, are duly authorized, validly issued, fully paid, non-assessable nonassessable and legally obtained by such personobtained, and free of any preemptive or comparable rights of the holders of outstanding Shares, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iiib) the person making such deposit is duly authorized so to do, (ivc) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, claim and (vd) the such Shares presented for deposit (A) are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 unless at the time of deposit the Deposit Agreementrequirements of paragraphs (c), (vie), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an “affiliate” of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144, which enable the Shares presented for deposit have not been stripped to be freely sold (in the form of any rights or entitlementsAmerican Depositary Shares), and (vii) all requisite regulatory approvals and clearances have been duly obtainedwill be fully complied with and, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitationas a result thereof, all approvals, clearances and notifications under FEFTA (if any)) of the American Depositary Shares issued in respect of such Shares will not be on the transfer sale thereof, Restricted Securities. Every such person shall also be deemed to represent such Shares are not subject to other restrictions on sale or deposit under the laws of the Shares to United States or Korea, or under a shareholder agreement or the Custodian, the Depositary articles of incorporation or their respective nominees in connection with the deposit similar document of the Shares under the Deposit AgreementCompany. Such representations and warranties shall survive the deposit of Shares and withdrawal delivery of American Depositary Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares are not subject to the Custodian, the Depositary or their respective nominees in connection any lock-up agreement with the deposit of Company or other party, or the Shares under are subject to a lock-up agreement but such lock-up agreement has terminated or the Deposit Agreementlock-up restrictions imposed thereunder have expired. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 ADSs or to whom or upon whose order ADSs 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 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 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) neither the person depositing such Shares nor any person for whom such person may be acting is an officer, director (or persons performing similar functions) or Affiliate of the Company, (ii) such Shares and the certificates certificates, if any, therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (iiiii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iiiiv) the person making such deposit is duly authorized so to do, (ivv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. Each Holder and Beneficial Owner further agrees to indemnify the Depositary, 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (vi) it is in compliance, and (vii) shall at all requisite regulatory approvals times comply, with the Telstra Act and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect the constitution of the transfer of Company (the Shares "Constitution") with respect to the Custodianall Shares, the American Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit AgreementShares, Receipts and Deposited Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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.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 on Deposit of Shares. Each Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (ia) such Shares and the certificates therefor each certificate therefor, if applicable, are duly authorized, validly issued, fully paid, non-assessable nonassessable and legally obtained by such personobtained, and free of any preemptive or comparable rights of the holders of outstanding Shares, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iiib) the person making such deposit is duly authorized so to do, (ivc) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, claim and (vd) the such Shares presented for deposit (A) are not, and the ADSs issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 unless at the time of deposit the Deposit Agreementrequirements of paragraphs (c), (vie), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares is an “affiliate” of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144, which enable the Shares presented for deposit have not been stripped to be freely sold (in the form of any rights or entitlementsAmerican Depositary Shares), and (vii) all requisite regulatory approvals and clearances have been duly obtainedwill be fully complied with and, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitationas a result thereof, all approvals, clearances and notifications under FEFTA (if any)) of the American Depositary Shares issued in respect of such Shares will not be on the transfer sale thereof, Restricted Securities. Every such person shall also be deemed to represent that such Shares are not subject to other restrictions on sale or deposit under the laws of the Shares to United States or Korea, or under a shareholder agreement or the Custodian, the Depositary articles of incorporation or their respective nominees in connection with the deposit similar document of the Shares under the Deposit AgreementCompany. Such representations and warranties shall survive the deposit of Shares and withdrawal delivery of American Depositary Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, (vi) all conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules and regulations of, any applicable governmental agency, (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees other certifications provided by such person in connection with the such deposit of the Shares under the Deposit Agreementare true, complete and correct in all respects. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. Each person depositing Shares 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 which any of them may incur or which may be made against any of them as a result of or in connection with any violation by such person of any of the foregoing representations and warranties (whether or not such person is a Holder or Beneficial Owner when such Losses are incurred or a claim made with respect to such Losses is brought).

Representations and Warranties on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby hereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 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 on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such personperson in compliance with applicable law, (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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit claim and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in by Section 2.14 of the Deposit Agreement2.11), (viv) 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 and (vii) all requisite regulatory approvals at the time of deposit and clearances have been duly obtainedfor the entire period in which the Shares are held, and all requisite applicable regulatory notifications have been duly made, in Japan such person (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect or beneficial owner of the transfer of the Shares to the Custodian, the Depositary or their respective nominees Shares) is not a person resident in connection with the deposit of the Shares under the Deposit AgreementIndia and is not a non-resident Indian. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 (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 in any way.

Representations and Warranties on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement)Securities, (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viivi) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect such person is not an Affiliate of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit AgreementCompany. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such person is not an Affiliate of the Company, (ii) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (iiiii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iiiiv) the person making such deposit is duly authorized so to do, (ivv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. 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 duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represent, warrant and warrant agree that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. 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 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 being false or misleading in any way.

Representations and Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) it is not an Affiliate of the Company, (ii) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and were legally obtained by such person, (iiiii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iiiiv) the person making such deposit is duly authorized so to do, (ivv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit and are not, and the ADSs American Depositary Shares issuable upon such deposit will not be, Restricted Securities except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, and (vii) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs American Depositary Shares in respect thereof and the transfer of such ADSsAmerican 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. Holders and Beneficial Owners receiving American Depositary Shares upon the deposit of any Shares for which the above representations are deemed to have been made each agree 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 defined in Section 5.8) that arise from any representation or warranty being false in any way. The obligations of Holders and Beneficial Owners of Receipts under this Section 3.3 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.

Representations and Warranties on Deposit of Shares. 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 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, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements, entitlements and (viiv) all requisite regulatory approvals and clearances have been duly obtained, and all requisite applicable regulatory notifications have been duly made, in Japan (including, without limitation, all approvals, clearances and notifications under FEFTA (if any)) in respect of the transfer of the Shares to the Custodian, the Depositary or their respective nominees in connection with the deposit of the Shares under the Deposit Agreement. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. 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.