Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
Appears in 3 contracts
Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Commonwealth of Australia or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Australian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇'s or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 3 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Cayman Islands, Hong Kong, the People’s Republic of China, or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 3 contracts
Sources: Deposit Agreement (Missfresh LTD), Deposit Agreement, Deposit Agreement
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or regulation of the United States, Brazil States or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social articles of association or similar document of the Company Company, or by reason of any provision of any securities issued or governing distributed by the Company, or any Deposited Securitiesoffering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control (includingcontrol, without limitationthe Depositary or the Company shall be prevented, nationalizationdelayed or forbidden from, expropriationor be subject to any civil or criminal penalty on account of, currency restrictions, work stoppage, strikes, civil unrest, acts doing or performing any act or thing which by the terms of terrorism, revolutions, rebellions, explosions and computer failure)this Deposit Agreement or the Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or in the Estatuto Social of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, this ADR; (iv) for the inability by a of any Holder or Beneficial Owner beneficial holders of interests to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreementhereof, made available to Holders of ADSsHolders, (vb) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system (any participant thereof) for the in connection with or arising out of book-entry settlement of Deposited Property Securities or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreementotherwise. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 3 contracts
Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Intesa Sanpaolo S.p.A.)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, their agents and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of Peru or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right the Depositary or other benefit (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is made available located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to holders of Deposited Securities but is not, under act on the terms part of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Peruvian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 3 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule or regulation of the United States, The Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Petrobras - Petroleo Brasileiro Sa)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule or regulation of the United States, The Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under t he Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Petrobras - Petroleo Brasileiro Sa)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, Singapore, the Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionshare registrar, offeringshare transfer agent, right or other benefit which is made available to holders of Deposited Securities but is notsecurities depository, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 2 contracts
Sources: Deposit Agreement, Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right the Depositary or other benefit (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is made available located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to holders of Deposited Securities but is not, under act on the terms part of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil England and Wales or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, ADS or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementAgreement or otherwise. Every 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 (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.
Appears in 2 contracts
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs or ADRs for any indirect, special, punitive or consequential damages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule or regulation of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (Perfect World Co., Ltd.), Deposit Agreement (China Sunergy Co., Ltd.)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or law, regulation of the United States, Brazil Hong Kong, the People’s Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Amended and Restated Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Amended and Restated Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Amended and Restated Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Amended and Restated Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Amended and Restated Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesKingdom, Brazil the United States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited SecuritiesSecurities or any securities issued or distributed by the Company or any offering or distribution thereof, any present or by reason future provision of the Articles, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent, forbid or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) for in the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms case of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and and/or in the case of the Company, the Depositary. The Depositary shall not be protected in acting upon liable for the acts or omissions made by, or the insolvency of, any written noticesecurities depository, request clearing agency or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessettlement system.
Appears in 2 contracts
Sources: Deposit Agreement (Shell International Finance B.V.), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the British Virgin Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of British Virgin Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Termination of Amendment (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the this Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil the United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the this Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits) for any breach of the terms of the this Deposit AgreementAgreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, any without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.
Appears in 2 contracts
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given or deemed to be given in accordance with paragraph 12(b) hereof, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed or deemed to have been instructed to grant a discretionary proxy pursuant to paragraph (12)(b) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such H▇▇▇▇▇’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, their agents and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of India or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Indian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Brazilian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or beneficial owners of ADSs (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil England, Wales or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's articles of association, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement, Deposit Agreement
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of Japan, Hong Kong, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraintJASDEC, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Articles of Incorporation, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this HDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this HDR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the HDSs or this HDR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the HDSs or this HDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages Agreement (including lost profitsthe HDRs) for and, subject to the further limitations set forth in this HDR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any breach act or omission to act on the part of the terms Custodian except to the extent that any Holder has incurred liability directly as a result of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request having (i) committed fraud or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.willful misconduct
Appears in 2 contracts
Sources: Deposit Agreement, Deposit Agreement
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises JPMorgan Chase Bank, N.A., in its capacity as Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Tuniu Corp)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates shall: (i) incur no liability to Holders or any persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the United Kingdom, the Republic of Argentina or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's bylaws, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this GDR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this GDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders, or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting except to perform its obligations to the extent they are specifically set forth in this GDR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, GDSs or this GDR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the GDSs or this GDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, Holder or person on whose behalf any Beneficial Owner Holder is holding GDSs or authorized representative thereofGDRs or for whom they are otherwise acting, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any this ADR, neither the Depositary nor the Company nor any of their respective agents shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's Articles of Incorporation, any act of God or war or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to Article (17) hereof), or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social Articles of Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action indirect, special, punitive, or inaction consequential damages (excluding legal fees and expenses) or lost profits of any form incurred by any of them or any other person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system (or in connection with or arising from, the insolvency of any participant thereof) Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of ROC law, rules or regulations or any changes therein or thereto. Notwithstanding anything to the contrary set forth in the Deposit Agreement or this ADR, the Depositary and its agents may fully respond to any and all demands or requests for the Deposited Property information maintained by or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this ADR.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of ADSs; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or beneficial owners of ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders, beneficial owners of ADSs or any other holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Holders and/or beneficial owners of ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No provision of the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Hong Kong, Special Administrative Region of the People's Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the Deposit Agreementparty so retained in connection with any such sale or proposed sale. Further, made available the Depositary and its agents disclaim to Holders of ADSs, (v) for the maximum extent permitted by law any action or inaction of any clearing or settlement system (any participant thereof) and all liability for the Deposited Property price received in connection with any sale of securities or the ADSstiming thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of applicable law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil England, Wales or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or beneficial owners of ADSs) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners of ADSs; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or beneficial owners of ADSs) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders, beneficial owners of ADSs or any other holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the Depositary is instructed to grant a discretionary proxy pursuant to paragraph (12) hereof, or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary is under no obligation to provide the Holders and/or beneficial owners of ADSs, or any of them, with any information about the tax status of the Company. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners of ADSs on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No provision of the Deposit Agreement or this ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners of ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
SECTION 2.18. The first sentence of Paragraph (16) of the form of ADR, and all outstanding ADRs, is amended to read as follows: Subject to the last sentence of paragraph (2), the ADRs and the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses on a per ADS basis (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, a transaction fee per cancellation request (including through SWIFT, telex or facsimile transmission), applicable delivery expenses or other such fees, charges or expenses), or that shall otherwise prejudice any substantial existing right of Holders or beneficial owners of interests in ADSs , shall become effective 30 days after notice of such amendment shall have been given to the Holders.
SECTION 2.19. Paragraph (17) of the form of ADR, and all outstanding ADRs, is amended by inserting the following immediately after the first sentence thereof: Notwithstanding anything to the contrary herein, the Depositary may terminate the Deposit Agreement (a) without notice to the Company, but subject to giving 30 days' notice to the Holders, under the following circumstances: (i) in the event of the Company's bankruptcy or insolvency, (ii) if the Company effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (iii) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities, and (b) immediately with a post-termination notice to the Company and without prior notice to any Holder or beneficial owner of ADSs or any other person if required by any law, rule or regulation or any governmental authority or body, or the Depositary would be subject to liability under or pursuant to any law, rule or regulation, or by any governmental authority or body, in each case as determined by the Depositary in its reasonable discretion.
SECTION 2.20. Paragraph (18) of the form of ADR, and all outstanding ADRs, is amended by deleting “and” immediately prior to subsection (b) thereof and by inserting the following as a new subsection (c): and (c) acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about the Company, Holders, beneficial owners of ADSs and/or their respective affiliates, (iii) the Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, beneficial owners of ADSs and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to the Company or the Holders or beneficial owners of ADSs and/or their respective affiliates may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the Depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii) notice to a Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all beneficial owners of the ADSs evidenced by such Holder's ADRs. For all purposes under the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by this ADR.
SECTION 2.21. Paragraph (19) of the form of ADR, and all outstanding ADRs, is amended to read as follows:
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil England, Wales or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, computer failure or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the Deposit Agreementparty so retained in connection with any such sale or proposed sale. Further, made available the Depositary and its agents disclaim to Holders of ADSs, (v) for the maximum extent permitted by law any action or inaction of any clearing or settlement system (any participant thereof) and all liability for the Deposited Property price received in connection with any sale of securities or the ADSstiming thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of English law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or willful misconduct while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this ADR, the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company and its agents under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act directly or through their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) acting in their capacities as such on behalf of the Depositary, the Custodian or the Company, as the case may be, which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil the Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, cyberattacks, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, ADS or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement or otherwise. Every 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 (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. Except for the Depositary’s rights and the Company’s obligations under Section 5.8 of the Deposit Agreement, which rights and obligations shall continue in force and fully apply with respect to all matters under this Article (17), neither the Depositary nor the Company shall incur any liability for any consequences of Foreign Currency conversion that may be incurred by Holders and/or Beneficial Owners on account of their ownership of American Depositary Shares or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of the Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any this ADR, neither the Depositary nor the Company nor any of their respective agents shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's Articles of Incorporation, any act of God or war or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to Article (17) hereof), or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social Articles of Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action indirect, special, punitive, or inaction consequential damages (excluding legal fees and expenses) or lost profits of any form incurred by any of them or any other person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system (or in connection with or arising from, the insolvency of any participant thereof) for Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the Deposited Property or contrary contained in the ADSs, or (vi) for any consequential or punitive damages Deposit Agreement (including lost profitsthe ADRs) for any breach of and subject to the terms limitations set forth in Section 5.2 of the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of ROC law, rules or regulations or any changes therein or thereto. Notwithstanding anything to the contrary set forth in the Deposit Agreement or this ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this ADR.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Republic of Hungary or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of the laws, rules or regulations of the Republic of Hungary or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Republic of India or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Indian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Units for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇'s or beneficial owner's or other holder's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs or ADRs for any indirect, special, punitive or consequential damages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company nor any of their respective agents shall be obligated to do or perform any act which is inconsistent with the provisions of the this Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's Articles of Incorporation, any act of God or war or other circumstances circumstance beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure) shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which this Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to Section 4.10 hereof), or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement or in the Estatuto Social Articles of Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the this Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action indirect, special, punitive, or inaction consequential damages (excluding legal fees and expenses) or lost profits of any form incurred by any of them or any other person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system (or in connection with or arising from, the insolvency of any participant thereof) Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of ROC law, rules or regulations or any changes therein or thereto. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with this Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the Deposited Property failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the ADSsDepositary, arising out of or (vi) for based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any consequential objection which it may now or punitive damages (including lost profits) for hereafter have to the laying of venue of any breach such proceeding, and irrevocably submits to the exclusive jurisdiction of the terms of the Deposit Agreementsuch courts in any such suit, action or proceeding. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right the Depositary or other benefit (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is made available located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to holders of Deposited Securities but is not, under act on the terms part of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Republic of Chile or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Chilean law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, and each of their respective directors, officers, employees, agents and affiliates and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Japan or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of the laws, rules or regulations or any changes therein or thereto of any country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No provision of the Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights which a Holder or any person or entity having a beneficial ownership interest in any ADSs may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, regulation, decree, order or regulation other action of the United States, Brazil Chile or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account (including any action that may constitute a breach by the Central Bank of potential criminal or civil penalties or restraintits obligations under the Foreign Investment Contract), or by reason of any provision, present or future, of the Estatuto Social Foreign Investment Contract or, in the case of the Depositary or its agents, the estatutos of the Company or any provision of the Deposited Securities, the provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement, nationalizationthis ADR, expropriationthe Foreign Investment Contract, currency restrictionsthe Company’s estatutos or the Deposited Securities provides shall be done or performed by it, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast (provided that such action or non-action is in good faith) or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective #114404655 v8 US-DOCS\123953583.1 directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Kingdom of Sweden or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's articles of association, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (Oatly Group AB)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the this Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil England and Wales or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company’s constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement or in the Estatuto Social of the Company Company’s constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the this Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits) for any breach of the terms of the this Deposit AgreementAgreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, any without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system nor shall the Depositary be liable for any act or omission to act on the part of a successor depositary or U.S. transfer agent appointed by the Company. By holding an ADR or ADS, or an interest therein, Holders and beneficial owners of ADSs acknowledge and agree that the Depositary shall incur no liability arising from or otherwise related to the transfer of the books and records of the Depositary and the Shares to the Company. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (any participant thereofA) for the Deposited Property Custodian has been determined by a final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located and (B) the Company or the ADSs, Holders have incurred direct damages as a result of such act or (vi) for any consequential or punitive damages (including lost profits) for any breach omission to act on the part of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
SECTION 3.06. Paragraph (16) of the form of ADR and all outstanding ADRs is amended to include the following at the conclusion thereof: Notice of any amendment to the Deposit Agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission's, the Depositary's or the Company's website or upon request from the Depositary).
SECTION 3.07. Paragraph (17) of the form of ADR and all outstanding ADRs is amended to include the following at the start thereof: Notwithstanding anything to the contrary, the Company agrees that it shall not exercise any of its rights to terminate the Deposit Agreement, and the Depositary need not accept any termination notice of the Company provided, unless (i) the ordinary shares of the Company are quoted for trading on a non-U.S. stock change; (ii) the Company has appointed a U.S. transfer agent to act as register and transfer agent for the Company 's ordinary shares so as to enable such ordinary shares to be issued and transferred in or from the United States; (iii) the Depositary has been removed pursuant to paragraph (15) and a successor thereto appointed; (iv) no ADSs remain outstanding, (v) termination is due to the completion of an offer for all of the ADSs where, at or before the time notice of termination is provided, all of the ADSs have been presented for cancellation or (vi) a merger or acquisition has been completed which results in a going private transaction involving the Company where, at the time notice of termination is provided, the Deposited Securities consist solely of cash or securities of a publicly traded entity other than the Company. Subject to the preceding sentence
SECTION 3.08. The following is inserted into the form of ADR and all outstanding ADRs as paragraph (19):
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offeringclearing agency or settlement system. The Depositary shall not be responsible for, right and shall incur no liability in connection with or other benefit which is made available to holders of Deposited Securities but is notarising from, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.N.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or any persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the United Kingdom, the Republic of Argentina or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's bylaws, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this GDR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this GDR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting except to perform its obligations to the extent they are specifically set forth in this GDR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, GDSs or this GDR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the GDSs or this GDR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or persons on whose behalf any Holders are holding GDSs or GDRs or for whom they are otherwise acting for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the “People’s Republic of China”) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. by
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the Cayman Islands, Hong Kong, the People’s Republic of China, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required, or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner Holder or authorized representative thereofbeneficial owner of an interest in the Master ADR, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADS. Notwithstanding anything to the contrary set forth in the Deposit Agreement or a ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding a ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding a ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs (including those evidenced by the Master ADR) for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, their agents and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Japan or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Republic of Peru or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence, criminal fraud or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right the Depositary or other benefit (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is made available located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to holders of Deposited Securities but is not, under act on the terms part of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Peruvian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act directly or through their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) acting in their capacities as such on behalf of the Depositary, the Custodian or the Company, as the case may be, which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil the Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, cyberattacks, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, ADS or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits“Special Damages”) for any breach of the terms of the Deposit Agreement or otherwise. Every 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 (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. Except for the Depositary's rights, and the Company's obligations, under Section 5.8 of the Deposit Agreement, which rights and obligations shall continue in force and fully apply with respect to all matters under this Article (17), neither the Depositary nor the Company shall incur any liability for any consequences of Foreign Currency conversion that may be incurred by Holders and/or Beneficial Owners on account of their ownership of American Depositary Shares or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Denmark or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Danish law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (excluding legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Colombia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or other circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of Colombian law, rules or regulations or any changes therein or thereto. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. None of the Company, the Depositary or the Custodian shall have any liability or responsibility whatsoever under the Deposit Agreement or otherwise for any action or failure to act by any Holder relating to its obligations under Colombian tax law or any other Colombian law or regulation relating to foreign investment in Colombia in respect of a withdrawal or sale of Deposited Securities, including, without limitation, any failure by any Holder to comply with a requirement to register such investment prior to such withdrawal, or any failure by any Holder to report foreign exchange transactions to the Bank of the Republic of Colombia, as the case may be. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary, the Custodian and their respective directors, officers, employees, agents and affiliates under certain circumstances and the Depositary has agreed to indemnify the Company and its directors, officers, employees, agents and affiliates acting on the Company’s behalf under certain circumstances. Notwithstanding any other provision of the Deposit Agreement or the ADRs to the contrary, neither the Company nor the Depositary, nor any of their agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs and ADRs, for any indirect, special, punitive or consequential damages or lost profits, in each case of any form, incurred by any of them, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the this Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil the Kingdom of Denmark or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the this Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profitscollectively, "Special Damages") for any breach of the terms of the this Deposit AgreementAgreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, any without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the People’s Republic of China or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's constituent documents, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner Holder or authorized representative thereofbeneficial owner of an interest in an ADR, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the ROC or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian the Company and the Company, its controlling persons and its each of their respective agents may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the ROC or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and/or affiliates, shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. None of the Depositary, the Custodian or the Company, or any of their respective directors, officers, employees, agents and/or affiliates, shall incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs or ADRs for any indirect, special, punitive or consequential damages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Kingdom of Sweden or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s articles of association, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreementsystem. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.137420285.4
Appears in 1 contract
Sources: Deposit Agreement (Oatly Group AB)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.
A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company, nor any of their respective agents shall be liable to Holders or beneficial owners of, or holders of interests in, ADSs or ADRs for any indirect, special, punitive or consequential damages or lost profits, or any fees or expenses of counsel in connection therewith, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, their agents and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that any Holder has incurred liability directly as a result of the Custodian having (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of the Cayman Islands or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership or disposition of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their respective directors, employees, officers, agents and affiliates and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, regulation, order, decree, moratorium, or regulation fiat of the United States, Brazil the Republic of Italy or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason the by-laws (Statuto) of any the Company, act of God or war God, war, terrorism or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement this ADR or in the Estatuto Social by-laws (Statuto) of the Company Company; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or provisions bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securities, this ADR; or (iiid) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided such action or omission is in good faith), for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority of Italy or the United States, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Japan or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.legal
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required, or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner Holder or authorized representative thereofbeneficial owner of an interest in ADSs, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADS. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Hong Kong Special Administrative Region, the People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Estatuto Social Deposit Agreement without gross negligence or willful misconduct; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Company any Deposited Securities or provisions this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including reasonable fees and disbursements of counsel) and liability be furnished as often as may be required; or governing Deposited Securities, (iiid) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale, except for liabilities caused by gross negligence or willful misconduct of the Depositary in its appointment of the agent so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties.. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Hong Kong Special Administrative Region of the People’s Republic of China law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Company and the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably (i) agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and (ii) acknowledge that under certain circumstances the Depositary may refer any such action to arbitration in the manner specified in the Deposit Agreement. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. None of the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof. J.P.Morgan
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in Neither the Deposit Agreement Depositary, the Custodian or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act directly or through their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) acting in their capacities as such on behalf of the Depositary, the Custodian or the Company, as the case may be, which is inconsistent with the provisions of the this Deposit Agreement or shall incur any liability (to the extent not limited by paragraph (25) hereof) Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADRany Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United StatesStates or any state thereof, Brazil the Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, cyberattacks, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the this Deposit Agreement or in the Estatuto Social of the Company Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the this Deposit Agreement, made available to Holders of ADSs, American Depositary Shares or (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSsspecial, or (vi) for any consequential consequential, indirect or punitive damages (including lost profits“Special Damages”) for any breach of the terms of the this Deposit AgreementAgreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, any without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule or regulation of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party parry or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Japan or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's Articles of Incorporation, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions and explosions, computer failurefailure or circumstance beyond its reasonable control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Japanese law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, regulation, decree, order or regulation other action of the United States, Brazil Chile or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account (including any action that may constitute a breach by the Central Bank of potential criminal or civil penalties or restraintits obligations under the Foreign Investment Contract), or by reason of any provision, present or future, of the Estatuto Social Foreign Investment Contract or, in the case of the Depositary or its agents, the estatutos of the Company or any provision of the Deposited Securities, the provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement, nationalizationthis ADR, expropriationthe Foreign Investment Contract, currency restrictionsthe Company's estatutos or the Deposited Securities provides shall be done or performed by it, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder, be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast (provided that such action or non-action is in good faith) or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Hong Kong, Special Administrative Region of the People's Republic of China, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of Switzerland, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Belgium or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Belgium law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or willful misconduct while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this ADR, the Deposit Agreement or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (Ablynx NV)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil Switzerland or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for, (iv) for and shall incur no liability in connection with or arising from, the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Swiss law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADRs or ADSs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances, and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or Beneficial Owners for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.. Neither the Company nor the Depositary shall be liable for any action or failure to act by DTC or its participants or by any securities depository, clearing agency or settlement system in Switzerland in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or beneficial owners of ADSs (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil England, the Netherlands or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited SecuritiesSecurities or any securities issued or distributed by the Company or any offering or distribution thereof, any present or by reason future provision of the Articles, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent, forbid or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or beneficial owners of ADSs except to perform their obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Switzerland or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right clearing agency or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available settlement system. The Company shall not be directly liable to Holders of ADSsfor the acts or omissions made by any securities depository, (v) for any action or inaction of any clearing agency or settlement system (arising out of the book-entry settlement of Deposited Securities. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any participant thereof) Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the Deposited Property price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the ADSspart of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them in good faith to be genuine and to have been signed signed, presented or presented given by the proper party or parties. Neither the Company nor The Depositary shall be under any obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Swiss law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company, the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their respective directors, employees, officers, agents and affiliates and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, regulation, order, decree, moratorium, or regulation fiat of the United States, Brazil the Republic of Italy or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited SecuritiesSecurity, or by reason the by-laws (Statuto) of any the Company, act of God or war God, war, terrorism or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement this ADR or in the Estatuto Social by-laws (Statuto) of the Company Company; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without negligence or provisions bad faith; (c) be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securities, this ADR; or (iiid) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities (provided such action or omission is in good faith), for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority of Italy or the United States, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of such persons. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (Eni Spa)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Kingdom of Sweden or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s articles of association, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the Deposit Agreement or this ADR, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that (A) the Custodian has been determined by a Holder final non-appealable judgment of a court of competent jurisdiction to have (i) committed fraud or Beneficial Owner willful misconduct in the provision of custodial services to benefit from any distribution, offering, right the Depositary or other benefit (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is made available located and (B) the Company or the Holders have incurred direct damages as a result of such act or omission to holders of Deposited Securities but is not, under act on the terms part of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit AgreementCustodian. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any governmental or agency approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism, nationalization or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required, or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner Holder or authorized representative thereofbeneficial owner of an interest in ADRs, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. T1he Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADSs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such ▇▇▇▇▇▇’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence while it acted as Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Republic of Argentina or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Argentine law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated therein, herein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law or law, regulation of the United States, Brazil Hong Kong, the People's Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, or by reason of any act of God or God, war or other circumstances circumstance beyond its control (includingshall prevent, without limitationdelay or subject to any civil or criminal penalty any act which the Amended and Restated Deposit Agreement or this ADR provides shall be done or performed by it, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Amended and Restated Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Amended and Restated Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Amended and Restated Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Amended and Restated Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right clearing agency or other benefit which is made available to holders settlement system in connection with or arising out of book-entry settlement of Deposited Securities but or otherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is notnot a branch or affiliate of JPMorgan Chase Bank, under N.A. The Depositary shall not have any liability for the terms price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the Deposit Agreementparty so retained in connection with any such sale or proposed sale. Further, made available the Depositary and its agents disclaim to Holders of ADSs, (v) for the maximum extent permitted by law any action or inaction of any clearing or settlement system (any participant thereof) and all liability for the Deposited Property price received in connection with any sale of securities or the ADSstiming thereof. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Brazilian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. securities
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Cayman Island or People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall:
(a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule or regulation of the United States, Brazil the Cayman Islands, The People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR;
(b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith;
(c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR;
(d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or
(e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement Company, their agents and each of them shall: (a) incur no liability to Holders or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions beneficial owners of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) ADSs (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil France or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability to Holders or beneficial owners of ADSs except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable to Holders or beneficial owners of ADSs for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs) and subject to the penultimate sentence of this paragraph (14), made available the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to Holders act on the part of ADSsthe Custodian except where neither the Company nor an affiliate thereof is Custodian hereunder in which case, subject to the other provisions hereof, the Depositary may incur liability in connection with or arising from, any act or omission to act on the part of the Custodian under circumstances where the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. If and to the extent the Company or punitive damages (including lost profits) for any breach an affiliate thereof serves as Custodian, the Depositary shall have no liability with respect to the acts and/or omissions to act on the part of the terms of the Deposit AgreementCustodian or its directors, officers, employees, agents and/or affiliates. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of French law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances, and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary, the Company nor any of their agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, reasonable fees and expenses of counsels) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Denmark or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's Articles of Association, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in any ADSs about the requirements of Danish law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such H▇▇▇▇▇'s or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. By holding an ADS or an interest therein, Holders and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor the Company nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation , fiat, order or regulation decree of the United States, Brazil the Republic of Chile or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary (a) shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Chilean law, rules or regulations or any changes therein or thereto and (b) assumes no responsibility for, and shall have no liability arising from, the accuracy or completeness of the contents of paragraph (18) hereof. Neither the Depositary nor any of its agents shall incur any liability to Holders or beneficial owners of ADSs in connection with any conversion of foreign currency effected by or on behalf of the Company (either in its capacity as issuer of the Shares, as Custodian hereunder or as local liquidity provider), for any distribution to Holders of any U.S. dollars received by the Depositary from or on behalf of the Company, or for the foreign exchange rates, fees, charges and/or spreads utilized and/or charged by or on behalf of the Company in connection therewith. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. By holding an ADS or an interest therein, Holders and beneficial owners of interests in ADRs and/or ADSs each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated herein, therein or hereby, may only be instituted in a state or federal court in New York, New York, and by holding an ADS or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the Custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the Depositary and the Custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The Company has agreed to indemnify the Depositary and its agents under certain circumstances. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company against losses incurred by the Company to the extent such losses are due to the negligence or bad faith of the Depositary. No disclaimer of liability under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable, is intended by any provision thereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or their respective directors, officers, employees, agents and affiliates, and each of them, shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company’s charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a Holder branch or Beneficial Owner affiliate of JPMorgan Chase Bank, N.
A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to benefit from act nor shall it be responsible for any distributionerror or delay in action, offeringomission to act, right default or other benefit which is made available to holders of Deposited Securities but is not, under negligence on the terms part of the party so retained in connection with any such sale or proposed sale. Notwithstanding anything to the contrary contained in the Deposit AgreementAgreement (including the ADRs), made available subject to Holders the penultimate sentence of ADSsthis paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (vi) for any action committed fraud or inaction willful misconduct in the provision of any clearing or settlement system (any participant thereof) for custodial services to the Deposited Property or the ADSs, Depositary or (viii) for any consequential or punitive damages (including lost profits) for any breach failed to use reasonable care in the provision of custodial services to the terms of Depositary as determined in accordance with the Deposit Agreementstandards prevailing in the jurisdiction in which the Custodian is located. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction, instruction or other document believed by it them to be genuine and to have been signed signed, presented or presented given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs or ADRs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People’s Republic of China (including the Hong Kong Special Administrative Region, the People’s Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner of, or any other holder of an interest in, ADSs or ADRs to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s or other holder’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Depositary nor the Company, nor any of their agents shall be liable to the other for any indirect, special, punitive or consequential damages or lost profits (including, without limitation, legal fees and expenses), in each case of any form (collectively, “Special Damages”) incurred by any of them, or liable to any other person or entity (including, without limitation, Holders and beneficial owners of, or holders of interests in, ADSs and ADRs) for any Special Damages (including, without limitation, for the avoidance of doubt, legal fees and expenses), whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (iClick Interactive Asia Group LTD)
Exoneration. Notwithstanding anything contained in The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions their agents and each of the Deposit Agreement or them shall: (a) incur any no liability (to the extent not limited by paragraph (25) hereof) (i) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability acts or omissions made by a Holder any securities depository, clearing agency or Beneficial Owner to benefit from any distribution, offering, right settlement system in connection with or other benefit which is made available to holders arising out of book-entry settlement of Deposited Securities but is notor otherwise. The Depositary shall not be responsible for, under and shall incur no liability in connection with or arising from, the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction insolvency of any clearing Custodian that is not a branch or settlement system (any participant thereof) for the Deposited Property or the ADSsaffiliate of JPMorgan Chase Bank, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. N.
A. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Brazilian law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its Brazilian counsel in respect of any approval or license of the Brazilian government or any agency thereof required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or beneficial owner's income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in the Deposit Agreement or any ADR, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) (i) if the The Depositary, the Company or Company, their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms and each of the Deposit Agreement and this ADR, by reason of any provision of them shall: (a) incur no liability (I) if any present or future law law, rule or regulation of the United States, Brazil the Cayman Islands, The People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war God, war, terrorism or other circumstances circumstance beyond its control shall prevent, delay or subject to any civil or criminal penalty any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failurevoting pursuant to paragraph (12) hereof), or (ii) by reason of any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (d) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian agents and the Company, its controlling persons and its agents Company may rely and shall be protected in acting upon any written notice, request request, direction or other document believed by it them to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. Neither the Company nor the Depositary nor any of their respective agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof.
Appears in 1 contract
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil Cayman Islands, Hong Kong, the People’s Republic of China, or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) . The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, the Federative Republic of Brazil or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) not incur or assume any liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of any Deposited Securities or governing Deposited Securitiesthis ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary only, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of Japan, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or any circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of Brazil, the United States, Brazil States or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability (including, without limitation, to Holders or Beneficial Owners) except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, the ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable (including, without limitation, to Holders or Beneficial Owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, accountantsany accountant, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or informationinformation and/or, (iv) in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Exoneration. Notwithstanding anything contained in (a) The Depositary, the Deposit Agreement or any ADRCompany, neither the Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions and each of the Deposit Agreement or incur any liability (to the extent not limited by paragraph (25) hereof) their respective directors, officers, employees, agents and affiliates and each of them shall: (i) incur no liability to Holders or Beneficial Owners (A) if the Depositary, the Company or their respective agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required or contemplated by the terms of the Deposit Agreement and this ADR, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States, Brazil England and Wales, the European Union, or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchangeany securities exchange or market or automated quotation system, or on account of potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Estatuto Social of the Company or any provision provisions of or governing any Deposited Securities, any present or by reason future provision of the Company's charter, any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, epidemic, pandemic, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, acts of terrorism, revolutions, rebellions, explosions explosions, computer failure or circumstance beyond its direct and computer failureimmediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or this ADR provides shall be done or performed by it or them (including, without limitation, voting pursuant to paragraph (12) hereof), or (iiB) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise of, or failure to exercise, exercise any discretion provided for given it in the Deposit Agreement or this ADR (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (ii) incur or assume no liability to Holders or Beneficial Owners except to perform its obligations to the extent they are specifically set forth in this ADR and the Deposit Agreement without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or Beneficial Owners; (iii) in the Estatuto Social case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, ADSs or this ADR; (iv) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or provisions defend any action, suit or other proceeding in respect of or governing any Deposited Securities, ADSs or this ADR, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (iiiincluding fees and disbursements of counsel) and liability be furnished as often as may be required; and (v) not be liable to Holders or Beneficial Owners for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) or in the case of the Depositary, the Company. The Depositary shall not be liable for the inability by a Holder acts or Beneficial Owner to benefit from omissions made by, or the insolvency of, any distributionsecurities depository, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders of ADSs, (v) for any action or inaction of any clearing agency or settlement system (any participant thereof) for the Deposited Property or the ADSs, or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of the Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiessystem.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)