The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 of the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection with If any Custodian resigns 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 (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If and upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. The Depositary shall promptly provide the Issuer with notice of any resignation by the Custodian. The Depositary will not, without the consent of the Issuer which shall not be unreasonably withheld, appoint a Custodian that is not a wholly-owned subsidiary of Citibank N.A., it being understood that it shall be reasonable for the Issuer to withhold its consent unless the level of protection afforded the Issuer in respect of the actions of the prospective Custodian is at least the same as the protection afforded the Issuer in respect of the actions of the Custodian at the date of execution of this Agreement. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Issuer and Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
The Custodians. The Depositary has appointed Depositary, after consultation with the LondonCompany to the extent practicable, England office of the Depositary may from time to time appoint one or more agents to act for it as custodian for the purposes of this Deposit AgreementCustodian hereunder. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. Promptly upon receipt thereof, the Depositary shall notify the Company. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, as promptly as practicable after receiving such notice and notice, after consultation with the Company if to the extent practicable, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation with the Company if to the extent practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Deposit Agreement (Roche Holding LTD), Deposit Agreement (Roche Holding LTD)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to be responsible solely to it. Notwithstanding anything The Depositary shall be fully liable to the contrary contained in this Deposit Agreement (including Company for the Receipts) and subject acts or omissions of any Custodian only to the penultimate sentence same extent as if such acts or omissions were those of the first paragraph of Section 5.03 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 the Custodian has (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 locatedDepositary. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Rio Tinto PLC)
The Custodians. The Depositary has appointed may from time to time, with the London, England office written consent of the Depositary Issuer which consent shall not be unreasonably withheld, appoint one or more agents to act for it as custodian for Custodian hereunder. Each Custodian so appointed (other than The Bank of New York) shall give notice in writing to the purposes of this Issuer accepting such appointment and agreeing to be bound by the Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians approved in Englandwriting by the Issuer which approval shall not be unreasonably withheld, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation with the Company if practicablewritten consent of the Issuer which approval shall not be unreasonably withheld, appoint a substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary.
Appears in 2 contracts
Sources: Deposit Agreement (Futuremedia PLC), Deposit Agreement (Futuremedia PLC)
The Custodians. The Depositary has appointed the London, England office of the Depositary may appoint from time to time one or more agents to act for it as custodian for the purposes of this Deposit AgreementCustodian hereunder. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) it and subject to the penultimate sentence of the first paragraph of Section 5.03 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 for the part of compliance by 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 (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 locatedapplicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall promptly notify the Company of the appointment of a substitute or additional Custodian. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to The Depositary shall be responsible for the contrary contained in compliance by the Custodian with the applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 of the Deposit Agreement, but only to the extent the Depositary shall not would be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on if the part duties of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision were duties 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 locatedunder this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If If, upon such resignation there shall would be no Custodian acting hereunderunder this Deposit Agreement, the Depositary shall, as promptly as practicable after receiving such notice and after consultation notice, with the Company if practicableapproval of the Company, which approval shall not be unreasonably withheld or delayed, appoint a substitute custodian or custodians in Englandcustodian, each of which shall thereafter be a Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional custodian as soon as practicable. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodiansCustodian. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to that Custodian all such instruments as may be proper to give to that Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Regulation S Deposit Agreement (Lloyds Banking Group PLC), Regulation S Deposit Agreement (Lloyds Banking Group PLC)
The Custodians. The Depositary has appointed the Londonmay from time to time appoint one or more agents, England office of the Depositary as custodian permitted by Turkish law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary shall cause the Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything it and the Depositary undertakes to procure compliance by the contrary contained in Custodian with the applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall be approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a appoint substitute or additional custodian or custodians in Englandcustodians, approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 2 contracts
Sources: Deposit Agreement (Akbank T.A.S.), Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything The Depositary in its reasonable discretion may, after consultation with the Company to the contrary contained in extent practicable, at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under this Deposit Agreement (including Agreement. If the Receipts) and subject to Depositary receives notice that a Custodian is resigning and, upon the penultimate sentence effectiveness of the first paragraph of Section 5.03 of the that resignation there would be no Custodian acting under this Deposit Agreement, the Depositary shall, with the approval of the Company, which approval shall not be responsible forunreasonably withheld or delayed, 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 (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly as practicable after receiving such notice and after consultation with the Company if practicablethat notice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunderunder this Deposit Agreement. Whenever the The Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary require any Custodian shall that resigns or is removed to deliver such of the all Deposited Securities held by it as are requested of it to any other another Custodian. The Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver undertake to provide to the DepositarySVS, forthwith upon its appointmentSBIF and the Chilean Central Bank any information that, an acceptance according to applicable regulations, is relevant in connection with the custody, maintenance, deposit and registration of such appointment satisfactory in form the Shares and substance the rights that the Custodian exercises with respect to Shares according to the instructions of the Depositary. Where the Company has been appointed by the Depositary to act as Custodian in connection with this Agreement, the Company in its capacity as the Custodian may earn fees and revenue, and such fees and revenue may be paid by the Depositary to the Company from fees collected by the Depositary from Holders.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and to the Company. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation with the Company if practicableprior written consent of the Company, a appoint substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian as soon as practicable before the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian Custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder, but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 of the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection with If any Custodian resigns 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 (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If and upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. The Depositary shall promptly provide the Issuer with notice of any resignation by the Custodian. The Depositary will not, without the consent of the Issuer which shall not be unreasonably withheld, appoint a Custodian that is not a wholly-owned subsidiary of Citibank N.A., it being understood that it shall be reasonable for the Issuer to withhold its consent unless the level of protection afforded the Issuer in respect of the actions of the prospective Custodian is at least the same as the protection afforded the Issuer in respect of the actions of the Custodian at the date of execution of this Agreement. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Issuer and Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. If the Custodian acts as a nominee for the Depositary, the Depositary shall cause the Custodian to enter into a separate agreement with the Issuer, upon such terms as may be required by the Issuer’s Articles of Association, in order to have the nominee registered as a shareholder with voting rights.
Appears in 1 contract
The Custodians. The Depositary has appointed the LondonDeutsche Bank AG, England office of the Depositary Eschborn, and may appoint from time to time one or more additional agents, to act for it as custodian for the purposes of this Deposit AgreementCustodian hereunder. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation Consultation with the Company if when practicable, appoint a substitute custodian or custodians that is organized under the laws of and domiciled in England, each of Germany which shall thereafter be a Custodian hereunder. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian hereunder and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or appoint an additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company to all Owners and to each other Custodian, if any, of the name, address and appointment of any custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)
The Custodians. The Depositary has appointed the London, England office Frankfurt/Main offices of BHF-Bank and Commerz Bank AG each as custodian and agent of the Depositary as custodian for the purposes purpose of this Deposit Agreement. The Depositary shall cause the A Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians that is organized under the laws of and domiciled in England, each of Germany which shall thereafter be a the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may appointmay, after upon consultation with the Company, and shall, if the Company if practicableso requests, discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute or additional custodian or custodians in Englandappoint one or more additional custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. Upon demand of the Depositary any Any Custodian ceasing to act as Custodian hereunder shall deliver such of the all Deposited Securities held by it and all other books and records maintained by it with respect to its function as are requested a Custodian hereunder to a Custodian continuing to act upon the instruction of it to any other Custodian or such substitute or additional custodian or custodiansthe Depositary. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company, to all Holders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor Depositary and the appointment of such successor Depositary shall in no way impair the authority of any Custodian hereunder; but the successor Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give such Custodian full and complete power and authority as agent hereunder of such successor Depositary.
Appears in 1 contract
Sources: Deposit Agreement (Rwe Ag /Fi)
The Custodians. The Depositary has appointed Depositary, after Consultation with the LondonCompany to the extent practical, England office of the Depositary may appoint from time to time one or more agents, as custodian permitted by Colombian law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, as promptly as practical after receiving such notice notice, and after consultation Consultation with the Company if practicableCompany, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation Consultation with the Company if practicableto the extent practical, appoint a substitute or additional custodian or custodians in Englandcustodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Electric Interconnection Sa Esp)
The Custodians. The Depositary has appointed the LondonDeutsche Bank AG, England office of the Depositary Eschborn, and may appoint from time to time one or more additional agents, to act for it as custodian for the purposes of this Deposit AgreementCustodian hereunder. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 calendar days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation Consultation with the Company if when practicable, appoint a substitute custodian or custodians that is organized under the laws of and domiciled in England, each of Germany which shall thereafter be a Custodian hereunder. Whenever the Depositary determines in its reasonable discretion that it is in the best interest of the Owners to do so, it may discharge any Custodian hereunder and appoint a substitute Custodian, upon Consultation with the Company. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or appoint an additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice in writing to the Company to all Owners and to each other Custodian, if any, of the name, address and appointment of any custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodians. The Depositary has appointed appointed the LondonMelbourne, England Victoria, Australia office of the Depositary Issuer as custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian or Custodian, its successors in acting hereunder to or any other Custodian who may be appointed hereunderCustodian shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary with a copy to the Issuer at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicableapproval of the Issuer, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicableapproval of the Issuer, appoint a substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all owners of Receipts, each other Custodian and the Issuer. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointmentappointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Australia & New Zealand Banking Group LTD)
The Custodians. The Depositary has appointed Depositary, after consultation with the LondonIssuer, England office of the Depositary may from time to time appoint one or more agents, as custodian permitted by Brazilian law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice notice, and after consultation with the Company if practicableIssuer, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a appoint substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the DepositaryDepositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Klabin Sa /Fi)
The Custodians. The Depositary has appointed the Londonmay appoint from time to time one or more agents to act for it as Custodian hereunder in accordance with applicable law; PROVIDED, England office of HOWEVER, that the Depositary shall appoint no more than one agent to act for it as custodian for Custodian hereunder if applicable Polish law requires the purposes appointment of this Deposit Agreementa single Custodian. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything , and the Depositary undertakes to the contrary contained in procure compliance by each such Custodian with applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodians. The Depositary has appointed Depositary, after consultation with the LondonCompany, England office of the Depositary may from time to time appoint one or more agents, as custodian permitted by Argentine law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary, with the consent of the Company, may discharge any Custodian. If upon such resignation or discharge there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with notice, upon consent of the Company if practicableCompany, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a appoint substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the DepositaryDepositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change and if the Company shall so request, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the Londonmay from time to time appoint one or more agents, England office of the Depositary as custodian permitted by Turkish law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary shall cause the Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything it and the Depositary undertakes to procure compliance by the contrary contained in Custodian with the applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a appoint substitute or additional custodian or custodians in Englandcustodians, approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi)
The Custodians. The Depositary has appointed the Londonmay from time to time appoint one or more agents, England office of the Depositary as custodian permitted by Turkish law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary shall cause the Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything it and the Depositary undertakes to procure compliance by the contrary contained in Custodian with the applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a appoint substitute or additional custodian or custodians in Englandcustodians, approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
The Custodians. (a) The Depositary has initially appointed Citibank, N.A., London Branch as the LondonUK Custodian and Citibank, England office N.A.-Hong Kong as the HK Custodian for the purpose of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the UK Custodian or its successors in acting hereunder shall be authorized to act as custodian in England and Wales and shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Property for which the UK Custodian acts as custodian and to shall be responsible solely to it. Notwithstanding anything The HK Custodian or its successors in acting hereunder shall be authorized to act as custodian in Hong Kong and shall be subject at all times and in all respects to the contrary contained direction of the Depositary for the Deposited Property for which the HK Custodian acts as custodian and shall be responsible solely to it. As of the date hereof, the Depositary has appointed two Custodians, but there may not always be a Custodian in this Deposit Agreement (including both England and Wales and Hong Kong. If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Property and no other Custodian has previously been appointed hereunder, the Receipts) and subject Depositary shall promptly appoint a substitute custodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may request, to the penultimate sentence Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Property. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company.Citibank may at any time act as Custodian of the first paragraph of Section 5.03 of Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR to the contrary, the Depositary shall not be responsible forobligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement.
(b) Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Property without any further act or writing, and shall incur no liability in connection with or arising frombe subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any act or omission Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority 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 (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. Any Custodian may resign and be discharged from its duties hereunder by notice direction of such resignation delivered to successor depositary.
(c) The ADSs represent Deposited Property held on deposit at the Depositary Custodian(s) without any distinction at least 30 days prior to the date on which such resignation is to become effectiveADS level between ADSs representing, in whole or in part, Deposited Property held at the HK Custodian and ADSs representing, in whole or in part, Deposited Property held at the UK Custodian. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in England, each The allocation of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in England, which shall thereafter be Deposited Property held at any one of the Custodians hereunder. Upon demand under the terms of the Depositary Deposit Agreement, applicable to the deposit of Shares with any Custodian shall deliver such for the issuance of ADSs and to the withdrawal of Shares at any Custodian upon the cancellation of ADSs, may vary from time to time depending on, inter alia, market and settlement conditions, investor demand, and legal, regulatory and infrastructural restrictions. The rights of Holders and Beneficial Owners of ADSs in the Deposited Property are, as a result, subject in whole or in part to the conditions applicable to the custody of the Deposited Securities held by it as are requested Property both in the United Kingdom and in Hong Kong, including, without limitation, the implications and/or limitations resulting from the allocation from time to time of it Deposited Property between the Custodians, the laws and regulations of England and Wales and Hong Kong, the taxes imposed in England and Wales and Hong Kong, the rules and requirements of the stock exchanges in England and Wales and Hong Kong and their respective clearing and settlement systems, the requirements of England and Wales and Hong Kong tax and regulatory authorities, the trading and settlement conventions applicable to Deposited Property in England and Wales and Hong Kong, and any other Custodian force majeure events occurring in each of England and Wales and Hong Kong. The Depositary and the Company may from time to time reallocate, or such substitute be required to reallocate, the balance of Deposited Property between the Custodians to facilitate the management of the ADR program created and maintained pursuant to the terms of the Deposit Agreement (which allocation and reallocation of Deposited Property may affect the ability of Holders and Beneficial Owners to exercise their rights in the Deposited Property under the terms of the Deposit Agreement and the applicable ADRs, and to receive Deposited property upon cancellation of ADSs in England and Wales or additional custodian or custodiansHong Kong). Each such substitute or additional custodian shall deliver to None of the Company, the Depositary, forthwith upon its appointmentor the Custodians shall be responsible for the implications and/or limitations resulting from the appointment of Custodians in respect of Deposited Property both in England and Wales and Hong Kong, or for the allocation of Deposited Property between the Custodians. Any references in the Deposit Agreement or any ADR to applicable law(s) shall include, without limitation, the laws of the United States, England and Wales and Hong Kong. The Company, the Depositary and the Custodians reserve the right to impose at the ADS level the limitations imposed by applicable law(s), but nothing contained in the Deposit Agreement or any ADR shall, however, constitute an acceptance affirmative agreement or undertaking by the Company, the Depositary or any Custodian to apply extraterritorially the laws of any jurisdiction where the law of such appointment satisfactory in form and substance jurisdiction does not affirmatively impose an obligation on the Company, the Depositary and/or the Custodians to the Depositarydo so.
Appears in 1 contract
The Custodians. The Depositary has appointed the London, England office Principal Office of Banco Itau S.A. as Custodian and agent of the Depositary as custodian for the purposes purpose of this Deposit Agreement. The Depositary shall cause the Custodian or its successors in acting hereunder to successor shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, after Consultation with the Issuer, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation Consultation with the Company if practicableIssuer, appoint a substitute or additional custodian or custodians in Englandcustodian, which shall thereafter be one of the Custodians Custodian hereunder. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Issuer that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give to the Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to the Company. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence further limitations of the first paragraph of Section 5.03 of the Deposit AgreementArticle 5 hereof, 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 (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing at the time of such failure in the jurisdiction in which the Custodian is located. Any Upon the appointment of any successor depositary hereunder, each Custodian may resign and be discharged from its duties then acting hereunder by notice shall forthwith become, without any further act or writing, the agent hereunder of such resignation delivered to successor depositary and the Depositary at least 30 days prior to appointment of such successor depositary shall in no way impair the date on which such resignation is to become effective. If upon such resignation there shall be no authority of each Custodian acting hereunder, ; but the Depositary successor depositary so appointed shall, promptly after receiving such notice nevertheless, on the written request of any Custodian, execute and after consultation with the Company if practicable, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such appointment satisfactory in form and substance to the Depositarysuccessor depositary.
Appears in 1 contract
Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
The Custodians. The Depositary has appointed the LondonMelbourne, England Victoria, Australia office of the Depositary Westpac Banking Corporation as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to be responsible solely to it. Notwithstanding anything The Depositary shall be fully liable to the contrary contained in this Deposit Agreement (including Company for the Receipts) and subject acts or omissions of any Custodian only to the penultimate sentence same extent as if such acts or omissions were those of the first paragraph of Section 5.03 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 the Custodian has (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 locatedDepositary. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian or custodians in Englandthe Commonwealth of Australia, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, a substitute or additional custodian or custodians in Englandthe Commonwealth of Australia, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Rio Tinto LTD)
The Custodians. The Depositary has appointed the LondonSydney, England New South Wales, Australia office of Commonwealth Bank of Australia as custodian and agent of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Each Custodian or its successors in acting hereunder to hereunderCustodian shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything it and the Depositary undertakes to procure compliance by each Custodian with the contrary contained in applicable provisions of this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shallshall (with the consent of the Issuer, which consent shall not be unreasonably withheld), promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation (with the Company if practicableconsent of the Issuer, which consent shall not be unreasonably withheld) appoint a substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians together with all records maintained by it as Custodian with respect to the Deposited Securities. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. The Depositary shall at its own expense, immediately upon any change, give notice in writing to all Owners of the name, location and the appointment of any Custodian not named in the Receipts. The Depositary and the Issuer agree to use their best efforts hereunder to maintain the same entity as the Custodian hereunder and as custodian under the Deposit Agreement. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Telstra Corp LTD)
The Custodians. The Depositary has appointed the Londonmay, England office of the Depositary from time to time, appoint one or more agents, as custodian permitted by Argentine law and any other applicable laws or regulations, to act for the purposes of this Deposit Agreementit as Custodian hereunder. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary and the Issuer at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such a resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever The Depositary, upon the Depositary in its discretion determines that request of the Issuer shall, and when it is reasonably appears to be in the best interest of the Owners Owners, and subject to do sothe approval of the Issuer (which shall not be unreasonably withheld or delayed), it may, discharge a Custodian at any time upon notice to the Custodian being discharged and may appoint, after consultation with the Company if practicable, appoint a substitute or an additional custodian or custodians in Englandcustodian, which shall thereafter be one of the Custodians Custodian hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each The Depositary shall cause each such substitute or additional custodian shall to deliver to the DepositaryDepositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary shall give notice in writing to all Owners of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
The Custodians. The Depositary has appointed the LondonSkandinaviska Enskilda B▇▇▇▇▇ ▇▇ (publ), England having its principal office at K▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, as custodian and agent of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian Skandinaviska Enskilda B▇▇▇▇▇ ▇▇ or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in the form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of Receipts. At no time, however, shall there be more than two Custodians acting under this Agreement. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
The Custodians. The Depositary has appointed each of the LondonMelbourne, England Victoria, Australia office of Australia and New Zealand Banking Group Limited, the Sydney, New South Wales Australia office of Westpac Banking Corporation, the Melbourne, Victoria, Australia office of Indosuez Australia Limited and the Melbourne, Victoria Australia office of National Australia Bank as custodian and agent of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Each Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandcustodians, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
The Custodians. The Depositary has appointed the London, England principal Paris office of the Custodians as agent of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodians or their successors, which shall cause the Custodian or its successors be accredited financial intermediaries acting through a specified office located in The Republic of France, in acting hereunder to shall be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian The Custodians may resign and be discharged from its their duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice notice, and after consultation with the Company if practicableprior approval of the Issuer, appoint a substitute custodian or custodians which shall be an accredited financial intermediary acting through a specified office located in EnglandThe Republic of France, approved by the Issuer, such approval not to be unreasonably withheld, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation with the Company if practicableprior approval of the Issuer, a appoint substitute or additional custodian or custodians custodians, which shall be an accredited intermediary acting through a specified office located in EnglandThe Republic of France, approved by the Issuer, such approval not to be unreasonably withheld, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian Depositary, the Custodians shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners of Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodians or as required by the laws of The Republic of France, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Activcard Sa)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged and to the Company. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appointmay, after consultation with the Company if practicableprior written consent of the Company, a appoint substitute or additional custodian or custodians in Englandcustodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian as soon as practicable before the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian Custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners of Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of any Custodian hereunder, but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
Appears in 1 contract
Sources: Deposit Agreement (Edap TMS Sa)
The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 the Custodian has (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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in Englandapproved by the Company (such approval not to be unreasonably delayed or withheld), each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in Englandcustodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of an additional Custodian reasonably in advance of the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
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The Custodians. The Depositary has appointed the London, England office of the Depositary as custodian for the purposes of this Deposit Agreement. The Depositary shall cause the Custodian or its successors in acting hereunder to shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) and subject to the penultimate sentence of the first paragraph of Section 5.03 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 If the Custodian except to the extent that the Custodian has (i) committed fraud resigns 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. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered with respect to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice and after consultation with the Company if practicable, appoint a substitute custodian custodian. The Depositary shall require such resigning or custodians in Englanddischarged Custodian to deliver the Deposited Securities held by it, each of which shall thereafter be a together with all such records maintained by it as Custodian hereunderwith respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners appropriate to do so, it may appointappoint an additional entity to act as Custodian with respect to any Deposited Securities, after consultation or discharge the Custodian with the Company if practicable, respect to any Deposited Securities and appoint a substitute or additional custodian or custodians in Englandcustodian, which shall thereafter be one of Custodian hereunder with respect to the Custodians hereunderDeposited Securities. After any such change, the Depositary shall give notice thereof in writing to all Owners. Upon demand the appointment of any successor depositary, the Depositary any Custodian shall deliver such then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities held by it as are requested without any further act or writing and shall be subject to the direction of it to any other Custodian or such substitute or additional custodian or custodiansthe successor depositary. Each such substitute or additional custodian shall The successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Depositary, forthwith upon its appointment, an acceptance Custodian all such instruments as may be proper to give to the Custodian full and complete power and authority to act on the direction of such appointment satisfactory in form and substance successor depositary. Back to the Depositary.Contents
Appears in 1 contract
Sources: Deposit Agreement (New World Development Co LTD /Fi)
The Custodians. The Depositary has appointed the Londonmay appoint from time to time one or more agents to act for it as Custodian hereunder in accordance with applicable law; provided, England office of however, that the Depositary shall appoint no more than one agent to act for it as custodian for Custodian hereunder if applicable Polish law requires the purposes appointment of this Deposit Agreementa single Custodian. The Depositary Any such Custodian shall cause the Custodian or its successors in acting hereunder to be subject at all times and in all respects to the directions of the Depositary and to shall be responsible solely to it. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts) , and subject to the penultimate sentence of the first paragraph of Section 5.03 of the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection undertakes to procure compliance by each such Custodian with or arising from, any act or omission to act on the part applicable provisions 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 (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 locatedthis Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company if practicablenotice, appoint a substitute custodian or custodians in England, each of which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint, after consultation with the Company if practicable, appoint a substitute or additional custodian or custodians in England, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.
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