Common use of Exoneration Clause in Contracts

Exoneration. Neither the Depositary, the Custodian nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 18 contracts

Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement

AutoNDA by SimpleDocs

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 18 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 17 contracts

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

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 13 contracts

Samples: Deposit Agreement (Grand Farm Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (NetQin Mobile Inc.)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 10 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 8 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 8 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement or this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 8 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 6 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Amended and Restated Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Amended and Restated Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatuto Social of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatuto Social of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwisethis ADR. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 6 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 5 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles By-Laws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles By-Laws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Cellectis S.A.), Deposit Agreement (DBV Technologies S.A.)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the ADS Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the ADS Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Republic of France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the ADS Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the ADS Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the ADS Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the ADS Deposit Agreement or this Deposit AgreementADR.

Appears in 5 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or provision governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or provisions governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, persons and its agents, the any Custodian and the Company, its Affiliates, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 5 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Bylaws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Bylaws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 5 contracts

Samples: Deposit Agreement (Votorantim Pulp & Paper Inc), Deposit Agreement (Light S.A.), Deposit Agreement (Aracruz Cellulose S A)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 5 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (China Rapid Finance LTD)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 4 contracts

Samples: Deposit Agreement (Brasil Telecom Sa), Deposit Agreement (Brasil Telecom Sa), Deposit Agreement (Brasil Telecom Holding Co)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 4 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 4 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective officers, directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementReceipt.

Appears in 4 contracts

Samples: Supplemental Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Supplemental Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Supplemental Agreement (Akzo Nobel Nv)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 4 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 4 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Republic of France or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Statuts of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Statuts of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 4 contracts

Samples: Deposit Agreement (Suez), Letter Agreement (Suez), Deposit Agreement (Suez)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Kingdom of Belgium or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 3 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Australia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Constitution of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Constitution of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 3 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Germany, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraintrestraints, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 3 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Norway or any other relevant country, or of any other applicable governmental authority or applicable regulatory authority or stock exchangeexchange on which either ADSs or the Shares are listed or quoted, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 3 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Germany or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 3 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Argentina or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 3 contracts

Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or this ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 3 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Australia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Constitution of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Constitution of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 3 contracts

Samples: Deposit Agreement (Santos LTD /Fi), Deposit Agreement (Metabolic Pharmaceuticals LTD), Deposit Agreement (Santos LTD /Fi)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or this ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Germany, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraintrestraints, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 3 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands The Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 3 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

Samples: Deposit Agreement (China GrenTech CORP LTD), Deposit Agreement (China GrenTech CORP LTD)

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Sweden or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

Samples: Deposit Agreement (Telia Ab), Deposit Agreement (Teliasonera Ab)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Japan or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon (x) the advice of from legal counsel or accountants, or any other person believed by it in good faith to be competent to give such advice, or (y) any information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Sumitomo Mitsui Financial Group, Inc.), Deposit Agreement (Citibank,N.A./ADR)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Germany or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Argentina or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Bylaws or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Bylaws or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall this Receipt or incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement or this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Japan or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions rebellions and computer failureexplosions), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, this Deposit Agreement Receipt or in the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement or this Deposit AgreementReceipt, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons (if any) and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Orix Corp), Deposit Agreement (Orix Corp)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Japan or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Incorporation and Share Handling Regulations of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon (x) the advice of from legal counsel or accountants, or any other person believed by it in good faith to be competent to give such advice, or (y) any information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

Samples: Deposit Agreement (Sumitomo Mitsui Financial Group, Inc.), Deposit Agreement (Citibank,N.A./ADR)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of China or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Incorporation of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or any of their respective controlling persons directors, employees, agents or agents affiliates shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement or, if applicable, any Foreign Exchange Contract(s), by reason of any provision of any present or future law law, regulation, order, decree, moratorium or regulation fiat of the United States or any state thereofStates, the Cayman Islands Chile or any other country, or of any other governmental authority (including, if applicable, any action by the Central Bank under any Foreign Exchange Contract(s)) or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of any Foreign Exchange Contract(s), if applicable, or of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God God, war or war terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this the Deposit Agreement or otherwise. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agentsagents (including, the without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Japan or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Incorporation of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Incorporation of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

Samples: Deposit Agreement (Millea Holdings Inc), Deposit Agreement (Millea Holdings Inc)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of the respective controlling persons, directors, employees, agents or Affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Sweden or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its and their respective controlling persons persons, directors, employees, agents and its agents Affiliates may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Telia Ab), Deposit Agreement (Teliasonera Ab)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Turkey or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association and By-laws of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association and By-laws of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by of a Holder or Beneficial Owner to give voting instructions in respect of any matter put before the holders of Deposited Securities for a vote due to a lack of timely notice or to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 2 contracts

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Finland or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its and their respective controlling persons persons, directors, employees, and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementReceipt.

Appears in 2 contracts

Samples: Supplemental Agreement (Stora Enso Corp), Deposit Agreement (Stora Enso Corp)

AutoNDA by SimpleDocs

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or provision governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or provisions governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.,

Appears in 1 contract

Samples: Deposit Agreement (Unilever PLC)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Mexico or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or this ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Germany or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company or any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Hong Kong or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (CLP Holdings LTD)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Norway or any other relevant country, or of any other applicable governmental authority or applicable regulatory authority or stock exchangeexchange on which either ADSs or the Shares are listed or quoted, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.. A-20 6620885v.5

Appears in 1 contract

Samples: Deposit Agreement (Marine Harvest ASA)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or Exoneration. Neither the Depositary nor the Company shall be obligated any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementReceipt, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Sweden or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association and By-laws of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association and By-laws of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by of a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (SKF Inc)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective controlling persons, directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons persons, directors, employees, agents and its agents affiliates may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Hanson Building Materials PLC)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, England, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be ----------- obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to any Holder or Beneficial Owner (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Republic of India or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, future of the Memorandum and Articles of Association and Memorandum of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association and Memorandum of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Satyam Computer Services LTD)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or any of their respective controlling persons directors, employees, agents or agents affiliates shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement or, if applicable, any Foreign Exchange Contract(s), by reason of any provision of any present or future law law, regulation, order, decree, moratorium or regulation fiat of the United States or any state thereofStates, the Cayman Islands Chile or any other country, or of any other governmental authority authority(including, if applicable, any action by the Central Bank under any Foreign Exchange Contract(s)) or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of any Foreign Exchange Contract(s), if applicable, or of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God God, war or war terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Spain or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.the

Appears in 1 contract

Samples: Deposit Agreement (Iberdrola Renovables S.A. Unipersonal)

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Commonwealth of Australia or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this the Deposit Agreement or otherwise. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agentsagents (including, the without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (BHP Billiton PLC)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands England and Wales or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.Deposited

Appears in 1 contract

Samples: Deposit Agreement (Verona Pharma PLC)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company Company, nor any of their respective directors, employees, agents or Affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofU.S., the Cayman Islands The Netherlands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its and their respective controlling persons persons, directors, employees, agents and its agents Affiliates may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Royal DSM N.V.)

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Mexico or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Estatutos of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Estatutos of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Sweden or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company Company, nor any of their respective directors, officers, employees, agents or Affiliates, shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Spain or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Bylaws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Bylaws of Association the Company or the Establishing Resolution or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner of ADSs or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner of ADSs to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Kingdom of Spain or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, act of terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. The Depositary, its controlling persons, its agentsagents (including, without limitation, Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Argentina or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association (Estatutos Sociales) of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association (Estatutos Sociales) of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands Kingdom of Spain or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association Company's constituent documents or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, act of terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association Company's constituent documents or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this the Deposit Agreement or otherwise. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agentsagents (including, the without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Israel or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Norway or any other relevant country, or of any other applicable governmental authority or applicable regulatory authority or stock exchangeexchange on which either ADSs or the Shares are listed or quoted, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, of or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.. Section 5.3

Appears in 1 contract

Samples: Deposit Agreement (Marine Harvest ASA)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any GDR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands India or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares GDSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Belgium or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Bylaws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Bylaws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

Samples: Deposit Agreement (PDG Realty S.A. Empreendimentos E Participacoes)

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (to the extent not limited by Section 7.8(b)) (i) if the Depositary, the Custodian or Custodian, the Company or their respective controlling persons or agents shall be prevented or forbidden from, hindered or delayed in, doing or performing any act or thing required or contemplated by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Brazil, or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Bylaws of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war other event or other circumstances circumstance beyond its control (including, without limitation, fire, flood, earthquake, tornado, hurricane, tsunami, explosion, or other natural disaster, nationalization, expropriation, currency restrictionsrestriction, work stoppage, strikes, civil unrest, revolutionsact of war (whether declared or not) or terrorism, rebellionsrevolution, explosions and rebellion, embargo, computer failure, failure of public infrastructure (including communication or utility failure), failure of common carriers, nuclear, cyber or biochemical incident, any pandemic or epidemic (whether local, national or international), any quarantine order or travel restriction imposed by a governmental authority or other competent public health authority, or the failure or unavailability of the United States Federal Reserve Bank (or other central banking system) or DTC (or other clearing system)), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Bylaws of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares or ADSs, (v) for any specialaction or inaction of any clearing or settlement system (and any participant thereof) for the Deposited Property or the ADSs, consequential, indirect or (vi) for any consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither Notwithstanding anything contained in the DepositaryDeposit Agreement or any ADR, neither the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this the Deposit Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands United Kingdom or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible potential criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles of Association of the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs, or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian nor or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents, in the case of the Depositary) shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of this the Deposit AgreementAgreement and any Receipt, by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States or any state thereof, the Cayman Islands United Kingdom or any other countrycountry or jurisdiction, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Company's articles of Association incorporation or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (includingGod, without limitationwar, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strikesstrike, civil unrest, revolutions, rebellions, explosions and explosions, computer failure)failure or circumstance beyond its control, (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Company's articles of Association incorporation or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including, without limitation, Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, including, without limitation, in determining if a proposed distribution, action or transaction under Article IV of the Deposit Agreement is lawful, (iv) for the any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADS or (v) for any special, consequential, indirect or punitive damages (individually and collectively, "Special Damages") for any breach of the terms of this the Deposit Agreement or otherwise. Every Holder and Beneficial Owner agrees to, and shall, indemnify the Depositary, the Company, the Custodian and each and every of their respective officers, directors, employees, agents (including, without limitation, Agents) and Affiliates against, and hold each of them harmless from, any claims with respect to taxes, additions to tax (including applicable interest and penalties thereon) arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for or by such Holder and/or Beneficial Owner. The Depositary, its controlling persons, its agentsagents (including, the without limitation, Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. The Company shall not be liable to Holders or Beneficial Owners for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. No disclaimer of liability under the Securities Act is intended by any provision of this the Deposit Agreement.

Appears in 1 contract

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

Exoneration. Neither the Depositary, the Custodian Depositary nor the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this the Deposit Agreement or shall incur any liability (i) if the Depositary, the Custodian Depositary or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Deposit AgreementADR, by reason of any provision of any present or future law or regulation of the United States or any state thereofStates, the Cayman Islands Australia or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Memorandum and Articles Constitution of Association the Company or any provision of or governing any Deposited Securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and communications systems or computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this the Deposit Agreement or in the Memorandum and Articles Constitution of Association the Company or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this the Deposit Agreement, made available to Holders of American Depositary Shares ADSs or (v) for any special, consequential, indirect consequential or punitive damages (including lost profits) for any breach of the terms of this the Deposit Agreement or otherwiseAgreement. The Depositary, its controlling persons, its agents, the any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. No disclaimer of liability under the Securities Act is intended by any provision of the Deposit Agreement or this Deposit AgreementADR.

Appears in 1 contract

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

Time is Money Join Law Insider Premium to draft better contracts faster.