Common use of Liability of Owner or Beneficial Owner for Taxes Clause in Contracts

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable with respect to any American Depositary Share or any Deposited Securities, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share to the Depositary and such Owner or Beneficial Owner shall be deemed liable therefor. In addition to any other remedies available to it, the Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares shall remain liable for any deficiency. Every Owner 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge charges shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented hereby, such tax or other governmental charge charges shall be payable by the Owner or Beneficial Owner of such American Depositary Share hereof to the Depositary and such Owner or Beneficial Owner shall be deemed liable thereforDepositary. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof hereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge charges and the Owner or Beneficial Owner of such American Depositary Shares hereof shall remain liable for any deficiency. Every Owner In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or other governmental charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such tax or other governmental charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively. The Depositary agrees to use reasonable efforts to follow the procedures established by the French Treasury to enable U.S. resident Beneficial Owners eligible to recover any excess French withholding taxes initially withheld or deducted with respect to dividends and other distributions of the Company to such Beneficial Owners, and to receive any payment in respect to the "avoir fiscal" or other tax credit for which such Beneficial Owner agrees tomay be eligible from the French Treasury. To effect such recovery and receipt, the Depositary shall provide U.S. resident Owners, and shallany other holders, indemnify upon request, with the appropriate French tax forms and instructions for completing such forms, which shall be provided by the Company to the Depositary, the Companyand shall advise such U.S. resident Owners to return such forms to it properly completed and executed. Upon receipt of such forms properly completed and executed by U.S. resident Owners, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates againstDepositary shall promptly cause them to be filed with the appropriate French tax authorities, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out upon receipt of any refund of taxesresulting remittance, reduced rate of withholding at source or other tax benefit obtained for or by such Owner and/or Beneficial Owner. The obligations of the Depositary shall distribute to the Owners and Beneficial Owners of Receipts under entitled thereto the proceeds thereof in Dollars in accordance with Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement4.05.

Appears in 2 contracts

Samples: Deposit Agreement (Veolia Environnement), Deposit Agreement (Veolia Environnement)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge payable by the Depositary or the Custodian shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share Receipt to the Depositary, provided that the Owner and the Beneficial Owner shall remain jointly liable for such taxes or charges and the Depositary and such may enforce payment against the Owner or Beneficial Owner shall be deemed liable thereforat its absolute discretion. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares Receipt shall remain liable for any deficiency. The Custodian may refuse to accept the deposit or Shares, and the Depositary may refuse to issue American Depositary Shares, to deliver American Depositary Receipts, to register the transfer, split-up or combination of American Depositary Receipts, and to permit the withdrawal of Deposited Securities until payment in full of such tax or charge. Every Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the CompanyIssuer, the Custodian and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Telecom Corp of New Zealand LTD), Deposit Agreement (Telecom Corp of New Zealand LTD)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge charges shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented hereby, such tax or other governmental charge charges shall be payable by the Owner or Beneficial Owner of such American Depositary Share hereof to the Depositary and such Owner or Beneficial Owner shall be deemed liable thereforDepositary. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof hereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge charges and the Owner or Beneficial Owner of such American Depositary Shares hereof shall remain liable for any deficiency. Every Owner In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes or other governmental charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such tax or other governmental charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively. The Depositary agrees to use reasonable efforts to follow the procedures established by the French Treasury to enable eligible U.S. resident Beneficial Owners eligible to recover any excess French withholding taxes initially withheld or deducted with respect to dividends and other distributions of the Company to such Beneficial Owners, and to receive any payment in respect to the "avoir fiscal" or otherany tax credit for which such Beneficial Owner agrees tomay be eligible from the French Treasury. To effect such recovery and receipt, the Depositary shall provide U.S. resident Owners, and shallany other holders, indemnify upon request, with the appropriate French tax forms and instructions for completing such forms, which shall be provided by the Company to the Depositary, the Companyand shall advise such U.S. resident Owners to return such forms to it properly completed and executed. Upon receipt of such forms properly completed and executed by U.S. resident Owners, the Custodian and each and every of their respective officers, directors, employees, agents and Affiliates againstDepositary shall promptly cause them to be filed with the appropriate French tax authorities, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out upon receipt of any refund of taxesresulting remittance, reduced rate of withholding at source or other tax benefit obtained for or by such Owner and/or Beneficial Owner. The obligations of the Depositary shall distribute to the Owners and Beneficial Owners of Receipts under entitled thereto the proceeds thereof in Dollars in accordance with Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement4.05.

Appears in 1 contract

Samples: Deposit Agreement (Veolia Environnement)

Liability of Owner or Beneficial Owner for Taxes. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary with respect to any American Depositary Share Deposited Property, ADSs or any Deposited Securities, such tax or other governmental charge ADRs shall be payable by the Owners 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 held on behalf of such Owner and/or Beneficial Owner, and may sell for the account of an Owner and/or Beneficial Owner any or all of such 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 Owners or Beneficial Owners in respect of the ADSs, Deposited Property and ADRs, the Owner of such American Depositary Share to and the Depositary and such Owner or Beneficial Owner shall be deemed remaining liable thereforfor any deficiency. In addition to any other remedies available to it, the Depositary The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue American Depositary SharesADSs, to deliver ReceiptsADRs, to register the split-transfer of ADSs, register the split up or combination of Receipts, or ADRs and (subject to effect any transfer Section 7.10(a) of such American Depositary Shares or any the Deposit Agreement) the withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Property until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment full of such tax tax, charge, penalty or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares shall remain liable for any deficiencyinterest is received. Every Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Owner and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Owner and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement this Article shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share Receipt to the Depositary and such by holding or having held a Receipt or interest in American Depositary Shares the Owner or Beneficial Owner shall be deemed liable thereforand all prior Owners thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. In addition to any other remedies available to it, the . The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares Receipt shall remain liable for any deficiency. Every Each Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreementobtained.

Appears in 1 contract

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

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented hereby, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share hereof to the Depositary and such by holding or having held a Receipt or interest in American Depositary Shares the Owner or Beneficial Owner shall be deemed liable thereforand all prior Owners thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof hereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares hereof shall remain liable for any deficiency. Every Each Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreementobtained.

Appears in 1 contract

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

Liability of Owner or Beneficial Owner for Taxes. If any present or future Any tax or other governmental charge shall become payable by the Custodian or by the Depositary with respect to any American Depositary Share Deposited Property, ADSs or any Deposited Securities, such tax or other governmental charge ADRs shall be payable by the Owners 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 held on behalf of such Owner and/or Beneficial Owner, and may sell for the account of an Owner and/or Beneficial Owner any or all of such 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 Owners or Beneficial Owner Owners in respect of such American Depositary Share to the Depositary ADSs, Deposited Property and such Owner or ADRs, the Holder and the Beneficial Owner shall be deemed remaining liable thereforfor any deficiency. In addition to any other remedies available to it, the Depositary The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue American Depositary SharesADSs, to deliver ReceiptsADRs, to register the split-transfer of ADSs, register the split up or combination of Receipts, or ADRs and (subject to effect any transfer of such American Depositary Shares or any Section 7.10(a)) the withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Property until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment full of such tax tax, charge, penalty or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares shall remain liable for any deficiencyinterest is received. Every Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian Custodian, and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from (i) any refund of taxesADSs held by such Owner and/or owned by such Beneficial Owner, reduced rate of withholding at source or other tax benefit obtained for or (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Owner and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby. The Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADR, the obligations of Owners and Beneficial Owners of Receipts under this Section 3.02 of the Agreement shall survive any transfer of ReceiptsADSs, any surrender cancellation of Receipts ADSs and withdrawal of Deposited Securities, or and the termination of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

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Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any American Depositary Share or any Deposited Securities, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share to the Depositary and such Owner or Beneficial Owner shall be deemed liable therefor. In addition to any other remedies available to it, the Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares shall remain liable for any deficiency. Every Owner 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under this Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the this Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Share, Receipt, American Depositary Share or any Deposited SecuritiesSecurities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share Receipt to the Depositary and such Owner or Beneficial Owner shall be deemed liable thereforDepositary. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares Receipt, any split-up or combination affecting such Receipt, or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made. The Company, and the Custodian and/or the Depositary may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax (including applicable interest and penalties) or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares Receipt shall remain liable for any deficiency. Every Owner 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 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under this Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable with respect to any American Depositary Share or any Deposited Securities, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share to the Depositary and such Owner or Beneficial Owner shall be deemed liable therefor. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares shall remain liable for any deficiency. Every Owner 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 Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge payable by the Depositary or the Custodian shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share Receipt to the Depositary, provided that the Owner and the Beneficial Owner shall remain jointly liable for such taxes or charges and the Depositary and such may enforce payment against the Owner or Beneficial Owner shall be deemed liable thereforat its absolute discretion. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares Receipt shall remain liable for any deficiency. The Custodian may refuse to accept the deposit of Shares, and the Depositary may refuse to deliver American Depositary Shares, to register the transfer, split-up or combination of American Depositary Receipts, and to permit the withdrawal of Deposited Securities until payment in full of such tax or charge. Every Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the CompanyIssuer, the Custodian and each and every any of their respective agents, officers, directors, employees, agents employees and Affiliates againstaffiliates for, and to hold each of them harmless from, any claims with respect to taxes, additions to tax taxes (including applicable interest and penalties thereon) arising out of from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Owner and/or Beneficial Owner. The obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities, or the termination of the Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Liability of Owner or Beneficial Owner for Taxes. If any present or future tax or other governmental charge shall become payable with respect to any American Depositary Share Receipt or any Deposited SecuritiesSecurities represented hereby, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such American Depositary Share hereof to the Depositary and such by holding or having held a Receipt or interest in American Depositary Shares the Owner or Beneficial Owner shall be deemed liable thereforand all prior Owners thereof, jointly and severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. In addition to any other remedies available to it, the The Depositary may refuse the deposit of Shares and may refuse to issue American Depositary Shares, to deliver Receipts, to register the split-up or combination of Receipts, or to effect any transfer of such American Depositary Shares this Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such American Depositary Shares Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof hereof any part or all of the Deposited Securities represented by the American Depositary SharesShares evidenced by this Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such American Depositary Shares hereof shall remain liable for any deficiency. Every Each Owner and Beneficial Owner agrees to, and shall, to indemnify the Depositary, the Company, the Custodian and each and every any of their respective officers, directors, employees, agents and Affiliates affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax (including applicable tax, penalties or 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 Owner and/or Beneficial Owner. The which obligations of Owners and Beneficial Owners of Receipts under Section 3.02 of the Agreement shall survive any transfer of Receipts, any or surrender of Receipts and withdrawal of Deposited Securities, American Depositary Shares or the termination of the Deposit Agreement.

Appears in 1 contract

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

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