Common use of Warranties by Depositor Clause in Contracts

Warranties by Depositor. Every person depositing Shares under the Deposit Agreement represents and warrants that (A) such Shares are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive or similar rights, (B) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (C) the Shares presented for deposit have not been stripped of any rights or entitlements, (D) that the person making such deposit is duly authorized so to do and that such Shares (E) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (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 (F) 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 to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the American Depositary Shares issued in respect of such Shares will not be on the sale thereof, Restricted Securities. If any such representations or warranties are false in any way with respect to any person depositing Shares hereunder or any Owner or Beneficial Owner of American Depositary Shares, such person, Owner or Beneficial Owner shall be deemed to have waived any claims against the Company and the Depositary related to the consequences thereof and to have assumed sole responsibility therefor and the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

Appears in 2 contracts

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

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Warranties by Depositor. Every person depositing Shares under the Deposit Agreement represents and warrants that (Aa) such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and free of legally obtained by such person (b) all pre-emptive or similar and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (Bc) that the person making such deposit is duly authorized so to do, (d) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (C) the Shares presented for deposit have not been stripped of any rights or entitlements, (D) that the person making such deposit is duly authorized so to do claim and that such Shares (EA) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 sxxxxx the Securities Act of 1933 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (FB) 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 144144 under the Securities Act of 1933, the person also represents shall be deemed thereby to represent and warrants warrant that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 under the Securities Act of 1933 which enable the Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the American Depositary Shares issued in respect of such Shares will not be be, on the sale thereof, Restricted Securities. If any such representations or warranties are false in any way with respect to any person depositing Shares hereunder or any Owner or Beneficial Owner of American Depositary Shares, such person, Owner or Beneficial Owner shall be deemed to have waived any claims against the Company and the Depositary related to the consequences thereof and to have assumed sole responsibility therefor and the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of ReceiptsAmerican Depositary Shares in respect thereof and the transfer of such American Depositary Shares.

Appears in 1 contract

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

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Warranties by Depositor. Every person depositing Shares under the Deposit Agreement represents and warrants that (Aa) such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and free of legally obtained by such person (b) all pre-emptive or similar and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (Bc) that the person making such deposit is duly authorized so to do, (d) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (C) the Shares presented for deposit have not been stripped of any rights or entitlements, (D) that the person making such deposit is duly authorized so to do claim and that such Shares (EA) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (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 (FB) 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 to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the American Depositary Shares ADSs issued in respect of such Shares will not be on the sale thereof, Restricted Securities. If any such representations or warranties are false in any way with respect to any person depositing Shares hereunder or any Owner or Beneficial Owner of American Depositary Shares, such person, Owner or Beneficial Owner shall be deemed to have waived any claims against the Company and the Depositary related to the consequences thereof and to have assumed sole responsibility therefor and the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of ReceiptsAmerican Depositary Shares in respect thereof and the transfer of such American Depositary Shares.

Appears in 1 contract

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

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