Common use of Liability of Holders and Beneficial Owners for Taxes and Other Charges Clause in Contracts

Liability of Holders and Beneficial Owners for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any Rule 144A GDR Certificates or any Rule 144A Deposited Securities or the Rule 144A GDRs evidenced by this Rule 144A GDR Certificate, such tax or other governmental charge shall be payable by the Holders and the Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Rule 144A Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Rule 144A 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 Rule 144A GDRs, to deliver Rule 144A GDR Certificates, register the transfer, split-up or combination of Rule 144A GDR Certificates and the withdrawal of Rule 144A 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.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

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Liability of Holders and Beneficial Owners for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any Rule 144A GDR Certificates or any GDR, Rule 144A Deposited Securities or the Rule 144A GDRs evidenced by this Rule 144A GDR CertificateGDS, such tax or other governmental charge shall be payable by the Holders and the Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Rule 144A Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Rule 144A 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 Rule 144A GDRsGDSs, to deliver Rule 144A GDR CertificatesGDRs, or register the transfer, split-up or combination of Rule 144A GDR Certificates and GDRs or the withdrawal of Rule 144A 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.

Appears in 1 contract

Samples: Deposit Agreement (Gafisa S.A.)

Liability of Holders and Beneficial Owners for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any Rule 144A GDR Certificates or any Rule 144A Deposited Securities or the Rule 144A GDRs evidenced by this Rule 144A GDR CertificateGDRs, such tax or other governmental charge shall be payable by the Holders and the Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Rule 144A Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Rule 144A 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 Rule 144A GDRs, to deliver Rule 144A GDR Certificates, register the transfer, split-up or combination of Rule 144A GDR Certificates and the withdrawal of Rule 144A 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.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

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Liability of Holders and Beneficial Owners for Taxes and Other Charges. If any tax or other governmental charge shall become payable with respect to any Rule 144A Regulation S GDR Certificates or any Rule 144A Regulation S Deposited Securities or the Rule 144A GDRs evidenced by this Rule 144A GDR CertificateRegulation S GDRs, such tax or other governmental charge shall be payable by the Holders and the Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Rule 144A Regulation S Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Rule 144A Regulation S 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 Rule 144A Regulation S GDRs, to deliver Rule 144A Regulation S GDR Certificates, register the transfer, split-split- up or combination of Rule 144A Regulation S GDR Certificates and the withdrawal of Rule 144A Regulation S 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.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

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