Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Shares, Deposited Securities, Receipts or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. 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 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 obligations of Holders and Beneficial Owners of Receipts under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of this Deposit Agreement.
Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities or ADSs shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
Liability for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary solely with respect to any Deposited Property, ADSs or this ADR shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Property, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by Holders or Beneficial Owners in respect of the ADSs, Deposited Property and this ADR, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) of this ADR and Section 7.8 of the Deposit Agreement) the withdrawal of Deposited Property until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates against, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding or of the tax benefit obtained for or by such Holder or Beneficial Owner. The obligations of Holders and Beneficial Owners under Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Deposit Agreement.
Liability for Taxes and Other Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares. 20 Section 3.4 Compliance with Information Requests. 21 Section 3.5 Ownership Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 22
Liability for Taxes and Other Charges. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distribution and sale proceeds in payment of, any taxes (including applicable interest and penalties) or other governmental charges that are or may be payable in respect of the ADSs, Deposited Securities and ADRs, the Holder and the Beneficial Owner remaining liable for any deficiency. If any tax or other governmental charge shall or may become payable by the Custodian or the Depositary (or their respective nominees) with respect to any Deposited Securities represented by ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners of ADSs to the Depositary as set forth below in this Section 3.2. The Depositary may refuse to effect any transfer of ADSs, or split-up or combination of any Receipt(s), or any withdrawal of Deposited Securities represented by ADSs until such payment is made. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.
Liability for Taxes and Other Charges. 21 Section 3.3 Representations and Warranties on Deposit of Shares. 21
Liability for Taxes and Other Charges. 16 Section 3.3 Representations and Warranties on Deposit of Shares. 16 Section 3.4 Compliance with Information Requests. 16 Section 3.5 Ownership Restrictions. 17 Section 3.6 Reporting Obligations and Regulatory Approvals. 17 ARTICLE IV THE DEPOSITED SECURITIES 17 Section 4.1 Cash Distributions. 17 Section 4.2 Distribution in Shares. 18 Section 4.3 Elective Distributions in Cash or Shares. 19 Section 4.4 Distribution of Rights to Purchase Additional ADSs. 19 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 21 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 22 Section 4.7 Redemption. 22 Section 4.8 Conversion of Foreign Currency. 22 Section 4.9 Fixing of ADS Record Date. 23 Section 4.10 Voting of Deposited Securities. 23 Section 4.11 Changes Affecting Deposited Securities. 25 Section 4.12 Available Information. 25 Section 4.13 Reports. 25 Section 4.14 List of Holders. 26 Section 4.15 Taxation. 26 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 27 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 27 Section 5.2 Exoneration. 27 Section 5.3 Standard of Care. 28 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 29 Section 5.5 The Custodian. 29 Section 5.6 Notices and Reports. 30 Section 5.7 Issuance of Additional Shares, ADSs etc. 30 Section 5.8 Indemnification. 31 Section 5.9 ADS Fees and Charges. 32 Section 5.10 Restricted Securities Owners. 33 ARTICLE VI AMENDMENT AND TERMINATION 33 Section 6.1 Amendment/Supplement. 33 Section 6.2 Termination. 34 ARTICLE VII MISCELLANEOUS 35 Section 7.1 Counterparts. 35 Section 7.2 No Third-Party Beneficiaries/Acknowledgments. 35 Section 7.3 Severability. 36 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 36 Section 7.5 Notices. 36 Section 7.6 Governing Law and Jurisdiction. 37 Section 7.7 Assignment. 38 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 38 Section 7.9 Switzerland Law References. 38 Section 7.10 Titles and References. 38 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of June 18, 2021, by and among (i) MOLECULAR PARTNERS AG, a corporation incorporated under the laws of Switzerland, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successo...
Liability for Taxes and Other Charges. If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any CUFS (or the Shares represented thereby), ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency. In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of CUFS, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split‑up or combination of ADRs and (subject to Section 7.11 hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. The liability of Holders and Beneficial Owners under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Liability for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, the Holder and the Beneficial Owner remaining liable for any deficiency. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to deliver ADRs, register the transfer, split-up or combination of ADRs and (subject to Section 7.8) the withdrawal of Deposited Securities until payment in full of such tax, charge,
Liability for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall be payable by the
