Common use of WARRANTIES OF DEPOSITORS Clause in Contracts

WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person, (b) all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (c) 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 and that such Shares (A) are not 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 (B) have been registered under the Securities Act of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "affiliate" of the Issuer 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. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consent.

WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates each certificate therefor are duly authorized, validly issued and outstandingissued, fully paid, nonassessable and legally obtained by such person, (b) all are free of any pre-emptive and or comparable rightsrights of the holders of outstanding Shares, if any, with respect to such Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do, (d) and that the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and claim. Every such person shall also be deemed to represent that such Shares (A) are not 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 (B) have been registered under the Securities Act of 1933 1933, and (e) that the Shares are not otherwise subject to other restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuera shareholder agreement. To the extent the person depositing Shares is an "affiliate" of the Issuer (as such term is defined in Rule 144), the person also represents and warrants that upon the sale of the American Depositary SharesADSs, all of the provisions of Rule 144 which enable the Shares to be freely sold (in the form of American Depositary SharesADSs) 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. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consent.

WARRANTIES OF DEPOSITORS. Every person depositing Shares hereunder and under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates therefor each certificate therefor, if any, are duly authorized, validly issued and outstandingissued, fully paid, nonassessable non-assessable, and legally obtained by such person, (b) all pre-emptive free of any preemptive rights of the holders of outstanding Shares and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do. In addition, every person depositing Shares, taking delivery of or transferring Receipts, or surrendering Receipts and withdrawing Shares under the Deposit Agreement will also be deemed thereby (1) prior to the Effective Time to (a) have made the representations and warranties required pursuant to Section 2.02 of the Deposit Agreement, (db) acknowledge and agree that the Receipts, the American Depositary Shares evidenced thereby and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and that such Shares (A) are represented thereby have not 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 (B) have been registered under the Securities Act and during the Restricted Period may not be offered, sold, pledged or otherwise transferred except (i) in an offshore transaction in accordance with Rule 903 or Rule 904 of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit Regulation S under the Securities Act or (ii) to a person whom the seller reasonably believes is a qualified institutional buyer (“QIB”) as defined in Rule 144A in a transaction meeting the requirements of Rule 144A, in each case in accordance with any applicable securities laws of any state of the United States and provided that in connection with any transfer during the Restricted Period under (ii) above, the transferor shall withdraw the Shares or Israelthe Deposited Securities in accordance with the terms and conditions of the Deposit Agreement and instruct that such Shares be delivered to the custodian under the Rule 144A Deposit Agreement for issuance, in accordance with the terms and conditions thereof, of a Rule 144A ADS to or for the account of such QIB, and (c) acknowledge and agree that there can be no assurance that a registration statement under the Securities Act relating to the Receipts will be filed or, if filed, will be declared effective under the Securities Act by the Commission, and that there can be no assurance as to the timing of the filing of any such registration statement or the timing of the effectiveness thereof under the Securities Act, or under (2) at or after the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "affiliate" of the Issuer as Effective Time, to represent and warrant that 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 would not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consentReceipts.

WARRANTIES OF DEPOSITORS. Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates each certificate therefor are duly authorized, validly issued and outstandingissued, fully paid, nonassessable and legally obtained by such person, (b) all were not issued in violation of any pre-emptive or similar rights of the holders of outstanding Shares and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent and warrant that, except with respect to any deposit permitted hereunder pursuant to Section 4.03, 4.04 or 4.08 of the Deposit Agreement, such person is not and shall not become at any time while such person holds Receipts or any beneficial interest therein an affiliate of the Company. In addition, every person depositing Shares, taking delivery of or transferring Receipts, or surrendering Receipts and withdrawing Shares under this Deposit Agreement shall also be deemed thereby (1) prior to the Effective Time, to (a) have made the representations and warranties required pursuant to Section 2.02 of the Deposit Agreement, (db) acknowledge and agree that the Receipts, the Global Depositary Shares evidenced thereby and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and that such Shares (A) are represented thereby have not 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 (B) have been registered under the Securities Act of 1933 and, prior to the Effective Time, the Receipts and the Global Depositary Shares may not be offered, sold, pledged or otherwise transferred except in accordance with the transfer restrictions set forth in Section 2.01 of the Amended and Restated Deposit Agreement, and (ec) acknowledge and agree that there can be no assurance that a registration statement under the Securities Act of 1933 relating to the Receipts will be filed or, if filed, will be declared effective under the Securities Act of 1933 by the Commission, and that there can be no assurance as to the timing of the filing of any such registration statement or the timing of the effectiveness thereof under the Securities Act of 1933, or (2) at or after the Effective Time, to represent and warrant that such Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israelnot, or under the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "affiliate" of the Issuer 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 Global Depositary Shares issued in respect of such representing those Shares will would not be on the sale thereofbe, Restricted Securities. Such All representations and warranties required under Section 3.03 of the Deposit Agreement shall survive the deposit and withdrawal of Shares and the issuance and cancellation delivery of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consentReceipts.

WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates therefor each certificate therefore, if applicable, are duly authorized, validly issued and outstandingissued, fully paid, nonassessable and legally obtained by such personnonassessable, (b) all pre-emptive free of any preemptive rights of holders of outstanding shares, are not a holding, or part of a holding, in which a person has a Relevant Interest in Shares in breach of the Constitution and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do, (d) the and that Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim claim, and that such Shares (A) are not Restricted Securities unless at the time of deposit the requirements of paragraphs (c)not, (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 (B) have been registered under the Securities Act of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "affiliate" of the Issuer 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 issuable upon such deposit will not be, Restricted Securities and the Shares presented for deposit have not been stripped of any rights or entitlements. Every such person shall also be deemed to represent that the deposit of such Shares will or sale of Receipts evidencing American Depositary Shares representing such Shares by that person is not restricted under the Securities Act. In addition, each Beneficial Owner shall be on the sale thereof, Restricted Securitiesdeemed to represent and warrant that by owning from time to time any beneficial interest in any American Depositary Shares issued hereunder that it is a person with Relevant Interest. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation or transfer of American Receipts. 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 Owner and Beneficial Owner hereby represents and warrants at all times that their Receipts are not a holding or part of a holding in which a person has a Relevant Interest in Shares in respect thereof and breach of the transfer of such American Depositary SharesConstitution. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consent6.

WARRANTIES OF DEPOSITORS. Every person depositing Shares hereunder and under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates each certificate therefor are duly authorized, validly issued and outstandingissued, fully paid, nonassessable non-assessable, and legally obtained by such person, (b) all that any pre-emptive and comparable rights, if any, with respect to such rights of the holders of outstanding Shares have been were validly waived or exercised, (c) exercised and that the person making such deposit is duly authorized so to do, . Every such person shall also be deemed to represent (d1) that the Shares presented for deposit are free not, and clear of any lienthe Receipts issuable upon such deposit will not be, encumbrance, security interest, charge, mortgage or adverse claim and that such Shares (A) are not Restricted Securities unless at restricted securities within the time of deposit the requirements of paragraphs (c), (e), (f) and (h) meaning 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 144(a) (B3) have been registered under the Securities Act of 1933 and (e11) that the deposit of such Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "affiliate" of the Issuer 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 Receipts evidencing American Depositary Shares issued in respect of representing such Shares by that person does not and will not be on violate the sale thereof, Restricted Securities. Securities Act of 1933 Such representations and warranties shall survive the deposit and withdrawal of Shares and issuance of Receipts 6 FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. Any person presenting Shares for deposit or any Holder of a Receipt may be required from time to time to file with the issuance Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Bank or the Foreign Registrar, if applicable, to execute such certificates and cancellation to make such representations and warranties, as the Depositary may deem necessary or proper or as the Bank may require by written request to the Depositary or the Custodian The Depositary may withhold the delivery or registration of American Depositary Shares in respect thereof and the transfer of any Receipt or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities pertaining to such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend Receipt until such proof or other information is filed or such certificates are executed or such representations and warranties made No Share shall not be accepted for deposit without first obtaining unless accompanied by evidence satisfactory to the Issuer’s written consent.Depositary that any necessary approval has been granted by the appropriate body, if any, governing the regulation of currency exchange under Irish law

WARRANTIES OF DEPOSITORS. Every person depositing Rio Tinto Shares under the Deposit Agreement shall be deemed thereby to represent represents and warrant warrants that (a) such Rio Tinto Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person, person (b) all pre-emptive and comparable rights, if any, with respect to such Rio Tinto Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do, (d) the Rio Tinto Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and that (e) such Rio Tinto Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities 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 (B) have been registered under the Securities Act of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer1933. To the extent the person depositing Rio Tinto Shares is an "affiliate" of the Issuer 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 Rio Tinto 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 Rio Tinto Shares will not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any The Depositary may refuse to accept for such deposit any Shares delivered identified by the Company in order to facilitate compliance with the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining requirements of the Issuer’s written consent.Securities Act of 1933 or the Rules made thereunder. J.X.Xxxxxx

WARRANTIES OF DEPOSITORS. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (a) such Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person, (b) all pre-emptive and comparable rights, if any, with respect to such Shares have been validly waived or exercised, (c) 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 and that such Shares (A) are not 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 (B) have been registered under the Securities Act of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer. To the extent the person depositing Shares is an "“affiliate" ” of the Issuer 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. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer’s written consent.

WARRANTIES OF DEPOSITORS. Every person depositing Rio Tinto Shares under the Deposit Agreement shall be deemed thereby to represent represents and warrant warrants that (a) such Rio Tinto Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person, person (b) all pre-emptive and comparable rights, if any, with respect to such Rio Tinto Shares have been validly waived or exercised, (c) that the person making such deposit is duly authorized so to do, (d) the Rio Tinto Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and that (e) such Rio Tinto Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities 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 (B) have been registered under the Securities Act of 1933 and (e) the Shares are not otherwise subject to restrictions on sale or deposit under the laws of the United States or Israel, or under the Memorandum or Articles of Association of the Issuer1933. To the extent the person depositing Rio Tinto Shares is an "affiliate" of the Issuer 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 Rio Tinto 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 Rio Tinto Shares will not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. Any The Depositary may refuse to accept for such deposit any Shares delivered identified by the Company in order to facilitate compliance with the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining requirements of the Issuer’s written consentSecurities Act of 1933 or the Rules made thereunder.