Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners holders or Beneficial Ownersother persons, except that it agrees to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. The Depositary Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owner holders or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)other persons, except that it agrees to perform its such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, the Registrar and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and any Depositary's Agent may own and deal in connection with a previous act or omission any class of securities of the Company and its affiliates and in Receipts or Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryShares. The Depositary shall not be responsible for any failure to carry out any instructions to vote may also act as transfer agent or Registrar of any of the Deposited Securitiessecurities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or for the manner Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability Depositary Shares are registered under the Securities Act Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended by any provision responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement.. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement;
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners holders or Beneficial Ownersother persons, except that it agrees to perform its in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithnegligence. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to Stock, Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and any Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall not be liable deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other securities issued upon conversion or exchange of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any acts Depositary's Agent makes any representation or omissions has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made by therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a successor depositary whether statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________, with any matter arising wholly after full power, authority and legal right under such law to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors' rights generally and except as Depositaryenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible accountable for any failure to carry out any instructions to vote any the use or application by the Company of the Deposited Securities, or for the manner in which any such vote is cast Depositary Shares or the effect of any such vote; provided that any such action Receipts or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementproceeds thereof.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. information The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Crosswave Communications Inc /Adr/)
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial OwnersOwners of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithfaith in the performance of such duties. Neither the Depositary nor the Company Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the American Depositary Shares on behalf of any Deposited Securities Owner or in respect of the Receipts, which in its opinion may involve it in expense Beneficial Owner or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositaryother person. Neither the Depositary nor the Company Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Parana Bank S.A.)
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Each of the Depositary, any Depositary's Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Deposit Agreement. None of the Depositary, any Depositary's Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations negligence, gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary's Agent, any Registrar or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to the Depositary. Neither the Depositary nor , any Depositary's Agent, any Registrar or the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company represents that it has registered the deposited Preferred Shares and the Depositary Shares for sale in accordance with applicable securities laws.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company any Depositary's Agent nor any Registrar shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it such party against all such expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or nonaction any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants or information from legal counsel, accountants, any person presenting Shares Stock for depositdeposit or any holder of a Receipt. The Depositary, any Owner Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or any other person document believed by it in good faith to be competent genuine and to give such advice have been signed or informationpresented by the proper party or parties. The Depositary undertakes, and shall not be liable for cause any acts or omissions made by a successor depositary whether Registrar to undertake, to perform such duties and only such duties as are specifically set forth in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed this Deposit Agreement using its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is best efforts and in good faith. No disclaimer The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent and the Company (to the extent permitted by law) may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its parent, affiliates, or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 is intended any statement made therein except the number of Depositary Shares represented by any provision of this Deposit Agreementsuch Receipts.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar, the Transfer Agent and the CompanyBank. ------------------------------------------------------------ The Company Neither the Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent nor the Bank assumes no any obligation nor or shall it be subject to any liability to the Bank or any other person or entity (including, without limitation, to holders of Receipts or to beneficial owners) under this Deposit Agreement to Owners or Beneficial Ownersany Receipt, except that it agrees to perform its obligations other than from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct (each as finally determined by a court of competent jurisdiction) in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence Agreement. Under no circumstances shall the Depositary, any Depositary’s Agent, any Transfer Agent or bad faith. The Depositary assumes no obligation nor shall it any Registrar be subject to liable for any liability under this Deposit Agreement to special, punitive, indirect, incidental or consequential loss or damage of any Owner or Beneficial Owner kind whatsoever (including, without limitationbut not limited to, liability with respect to the validity or worth lost profits), even if they have been advised of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence likelihood of such loss or bad faithdamage and regardless of the form of action. Neither the Depositary Depositary, any Depositary’s Agent, any Registrar nor the Company Bank shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, liability unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary’s Agent, any Registrar nor the Company Bank shall be liable for any action or nonaction any failure to act by it in reliance upon the advice or opinion of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Bank may each rely and shall each be fully protected in acting upon any written notice, request, instruction, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Bank, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Bank, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. In the event the Depositary believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by the Depositary from the Bank pursuant hereto, the Depositary will promptly notify the Bank of the details of such alleged ambiguity or uncertainty, and may, in its reasonable discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to any person for any acts refraining from taking such action, absent gross negligence or omissions made willful misconduct (each as finally determined by a successor depositary whether in connection court of competent jurisdiction), unless the Depositary receives written instructions with a previous act respect to such matter signed by the Bank which eliminates such ambiguity or omission uncertainty to the satisfaction of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action does not result from gross negligence or willful misconduct of the Depositary (each as finally determined by a court of competent jurisdiction). The Depositary undertakes, any Registrar and any Transfer Agent shall be required to undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement or imposed upon the Depositary, any Registrar or any Transfer Agent. The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar or Transfer Agent may own, buy, sell or deal in any class of securities of the Bank and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Bank or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Bank and its affiliates or act in any other capacity for the Bank or its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in good faitha ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. No disclaimer Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of liability any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made in any such registration statement or herein. The Bank agrees that it will register the deposited Preferred Shares and the Depositary Shares if required by the applicable securities laws, it being agreed that such registration is intended by any provision of this Deposit Agreement.not required under current rules and regulations. The Depositary hereunder:
Appears in 1 contract
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR, THE TRANSFER AGENT AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar, any Transfer Agent and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith. No disclaimer The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary, any Registrar or any Transfer Agent. The Depositary, the Depositary's Agents, any Registrar and any Transfer Agent may own and deal in any class of liability under securities of the Securities Act Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of 1933 is intended by any provision of this Deposit Agreementthe securities of the Company and its affiliates.
Appears in 1 contract
Samples: Deposit Agreement (Polaroid Corp)
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners holders or Beneficial Ownersother persons, except that it agrees to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. The Depositary Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owner holders or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)other persons, except that it agrees to perform its such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and any Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall not be liable deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any acts other provision herein or omissions made by a successor depositary whether in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with any matter arising wholly after full power, authority and legal right under such law to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors' rights generally and except as Depositaryenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or accountable for the manner in which any such vote is cast use or application by the Company of its proceeds from the Depositary Shares or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit AgreementReceipts.
Appears in 1 contract
Samples: Deposit Agreement (Primus Telecommunications Group Inc)
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary, any Depositary's Agent, any Registrar nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees negligence (in the case of any action or inaction with respect to perform its obligations the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, liability unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares in accordance with the applicable securities laws.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents' the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Stock, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be reasonably required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its signature or countersignature thereon) or any instruments referred to herein or therein, or as to the correctness of 1933 any statement made herein or therein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited Preferred Stock and the Depositary Shares in accordance with the applicable securities laws.
Appears in 1 contract
Samples: Deposit Agreement (Meditrust Corp)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the CompanyCorporation. ------------------------------------------------------------ The Company Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts other than for its negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth of the Deposited Securitieslost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series G Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series G Preferred Stock for deposit, any Owner Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series G Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act of 1933 is intended by any provision provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series G Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Each of the Depositary, any Depositary's Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary's Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary's Agent, any Registrar or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Stock, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished famished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to the Depositary. Neither the Depositary nor , any Depositary's Agent, any Registrar or the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or panics. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company represents that it has registered the deposited Preferred Stock and the Depositary Shares for sale in accordance with applicable securities laws.
Appears in 1 contract
Samples: Deposit Agreement (Saul Centers Inc)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners holders or Beneficial Ownersother persons, except that it agrees to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. The Depositary Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owner holders or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)other persons, except that it agrees to perform its such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary’s Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and any Depositary’s Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall not be liable deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any acts other provision herein or omissions made by a successor depositary whether in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with any matter arising wholly after full power, authority and legal right under such law to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors’ rights generally and except as Depositaryenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or accountable for the manner in which any such vote is cast use or application by the Company of its proceeds from the Depositary Shares or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit AgreementReceipts.
Appears in 1 contract
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor any Depositary's Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the Preferred Stock, Depositary Shares, Receipts or in respect of the Receipts, which Common Stock that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of of, or information from from, legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, its parent, affiliates, subsidiaries, officers, directors or employees and any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and Receipts or Depositary Shares, or become pecuniarily interested in any transaction in which the Company or its officers may be interested, or contract with or lend money to the Company or any of its affiliates or officers, or otherwise act fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall not be liable deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any acts Depositary's Agent makes any representation or omissions has any responsibility as to the validity, of the Registration Statement pursuant to which the Depositary Shares, the Preferred Stock and the Common Stock are registered under the Securities Act, the Preferred Stock, the Depositary Shares, the Receipts (except for its countersignatures thereon) or any instruments referred to therein or herein (other than an instrument executed by the Depositary or Depositary's Agent), or as to the correctness of any statement made by therein or herein or for the failure of the Company to comply with any covenants contained in this Agreement or the Receipts; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a successor depositary whether statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Stock at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares, or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the United States with any matter arising wholly after full power, authority and legal right under such laws to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors rights generally and except as Depositaryenforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible accountable for any failure to carry out any instructions to vote any the use or application by the Company of the Deposited Securities, or for the manner in which any such vote is cast Depositary Shares or the effect Receipts or the proceeds of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementsale thereof.
Appears in 1 contract
Samples: Deposit Agreement (Ferro Corp)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary, any Depositary’s Agent, any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees negligence (in the case of any action or inaction with respect to perform its obligations the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary’s Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, liability unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary’s Agent, any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes, and any provision of Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares if required by the applicable securities laws.
Appears in 1 contract
Samples: Deposit Agreement (Duke Realty Corp)
Obligations of the Depositary. the Custodian Depositary's Agents, ------------------------------------------------------- the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary's ----------------------------- Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts other than for its negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company and hold it harmless from any loss, liability or expense (including the reasonable costs and expenses of liability under defending itself) which may arise out of acts performed or omitted by the Securities Act Depositary or the Depositary's Agents in connection with this Agreement due to its or their negligence, willful misconduct or bad faith. The indemnification obligations of 1933 is intended by the Depositary set forth in this Section 5.03 shall survive any provision termination of this Deposit AgreementAgreement and any succession of any Depositary. The Depositary, the Depositary's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.
Appears in 1 contract
Samples: Deposit Agreement (Merrill Lynch Preferred Capital Trust V)
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY . Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes, and any provision of Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.
Appears in 1 contract
Samples: Deposit Agreement (Fidelity National Financial Inc /De/)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners holders of Receipts other than for its gross negligence or Beneficial Owners, except that it agrees to perform its obligations specifically set forth willful misconduct. Notwithstanding anything in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or worth consequential losses or damages of the Deposited Securitiesany kind whatsoever (including but not limited to lost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series DD Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series DD Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or informationomitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence or willful misconduct, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of due to the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or bad faith while it acted willful misconduct of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series DD Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act provisions of 1933 is intended this Deposit Agreement or of the Receipts, the Depositary Shares or the Series DD Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any provision payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company assumes no Neither the Issuer nor any of its directors, employees, agents or affiliates assume any obligation nor shall it any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersOwners of Receipts, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Owners of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer nor any of their respective directors, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion their respective reasonable opinions may involve it them in expense or liability, unless indemnity satisfactory to it them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer nor any of their respective directors, employees, agents or affiliates shall be liable for any action or nonaction by it any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it any of them in good faith to be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and affiliates may rely and shall be protected in acting upon any written notice, request or direction or other document believed by such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company assumes Issuer and its directors, officers, employees, agents, or affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial OwnersOwners of Receipts or to other persons, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, officers, employees, agents, or affiliates assume no obligation nor shall it any of them be subject to any liability under this Deposit Agreement or the Receipt to any Owner or Beneficial Owner Owners of any Receipt or to other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, 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, or for any consequential or punitive damages. The Depositary, its controlling persons, its agents, any Custodian and the Issuer, its directors, officers, employees, controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by such persons to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 or the Securities Xxx 0000 (New Zealand), as that statute may be amended or replaced from time to time, if applicable, is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall is it be subject to any liability under this the Deposit Agreement to Owners Holders or Beneficial Ownersother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall is it be subject to any liability under this the Deposit Agreement to any Owner Holders or Beneficial Owner other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees has agreed to act in good faith and use reasonable judgment in the performance of its obligations set forth in the Deposit Agreement. The Depositary has undertaken in the Deposit Agreement to perform its obligations such duties and only such duties as are specifically set forth in this therein, and no implied covenants or obligations shall be read into the Deposit Agreement without negligence against the Depositary or bad faiththe Company. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or consequential damages. Neither the Depositary nor the Company shall be are under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ReceiptsADRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the no Custodian shall not be is under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Common Stock for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation Each of the Depositary; provided that , its agents and the Company and its agents may rely and shall be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Subject to the provisions of Section 5.02 of the Deposit Agreement (which such potential liability arises are summarized in this paragraph (24)), the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall is not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote; provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith. No disclaimer agent of liability the Depositary shall be deemed to be an "issuer" of the securities under the Securities Act federal securities laws or applicable state securities laws of 1933 is intended the United States or any other jurisdiction, it being expressly understood and agreed that the Depositary and its agent are acting only in a ministerial capacity as Depositary for the Common Stock. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all written demands or requests for information maintained by any provision of this or on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Depositary, the Company nor any of their respectives agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages.
Appears in 1 contract
Samples: Deposit Agreement (Philippine Long Distance Telephone Co)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts other than for its gross negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth of the Deposited Securitieslost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice or opinion of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Company may each conclusively rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act of 1933 is intended by any provision provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or if in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the CompanyTransfer Agent. ------------------------------------------------------------ The Company Except as set forth in Section 2.13, none of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners Record Holders of Receipts, the Corporation or Beneficial Ownersany other person or entity other than for its gross negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faithfaith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company any Depositary’s Agent, any Registrar and any Transfer Agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Mandatory Convertible Preferred Stock, the Depositary Shares or in respect of the Receipts, which which, in its opinion reasonable opinion, may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required. Except as set forth in Section 2.13, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility none of the Custodian being solely to the Depositary. Neither the Depositary nor the Company , any Depositary’s Agent, any Registrar and any Transfer Agent shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person Person presenting Shares Mandatory Convertible Preferred Stock for deposit, any Owner Record Holder of a Receipt or any other person Person believed by it in good the absence of bad faith to be competent to give such advice information. Each of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent may rely, and shall each be protected in acting upon or informationomitting to act, upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar or Transfer Agent. The Depositary, its parent, affiliates and subsidiaries, any Depositary’s Agent and any Registrar or Transfer Agent may own, buy, sell and deal in any class of securities of the Corporation and its affiliates and in Receipts or Depositary Shares or have a pecuniary interest in any transaction in which the Corporation or its affiliates may be interested or contract with or lend money to any such Person or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s parent, affiliate or subsidiary or the Depositary’s Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Corporation and its affiliates. It is intended that none of the Depositary, its agents and any Registrar, acting as a Depositary’s Agent or Registrar, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent and the Registrar are acting only in a ministerial capacity as Depositary or Registrar for the Mandatory Convertible Preferred Stock. The Corporation agrees that is has previously or will register the offer and sale of the Mandatory Convertible Preferred Stock and the Depositary Shares in accordance with all applicable securities laws. None of the Depositary, its officers, directors, employees or agents and the Registrar makes any representation or has any responsibility as to the validity of (a) the registration statement pursuant to which the offer and sale of the Depositary Shares are registered under the Securities Act, (b) the Certificate of Incorporation, (c) the Mandatory Convertible Preferred Stock, (d) the Depositary Shares, (e) the Receipts (except for its counter-signatures thereon), (f) any instruments referred to in any of the foregoing or (g) as to the correctness of any statement made in any of the foregoing. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Mandatory Convertible Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the Record Holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Notwithstanding anything to the contrary herein, except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not be liable for any acts incidental, indirect, special or omissions made consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a successor depositary whether breach of any provision of this Agreement even if apprised of the possibility of such damages. Notwithstanding anything contained herein to the contrary, except as set forth in Section 2.13, the aggregate liability of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent during any term of this Agreement with respect to, arising from, or arising in connection with a previous act this Agreement, or omission from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, three times the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses, during the twelve months immediately preceding the event for which recovery is being sought. Except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not have any liability for interest on any monies at any time received by it pursuant to any of the Depositary provisions of this Agreement or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises Receipts, the Depositary performed its obligations without negligence Shares or bad faith while the Mandatory Convertible Preferred Stock, nor shall it acted be obligated to segregate such monies from other monies held by it, except as required by applicable law. Except as set forth in Section 2.13, the Depositary. The Depositary , any Depositary’s Agent, any Registrar and any Transfer Agent shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any failure payments if it has not timely received sufficient funds to carry out make timely payments. In the event the Depositary, the Depositary’s Agent or any instructions to vote Registrar or Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent hereunder, or in the administration of any of the Deposited Securitiesprovisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion, refrain from taking any action and the Depositary, Depositary’s Agent or any Registrar or Transfer Agent shall be fully protected and shall not be liable in any way to the Corporation, any Record Holders of Receipts or any other person or entity for refraining from taking such action, unless (i) the Depositary receives written instructions or a certificate signed by the Corporation that eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or that proves or establishes the applicable matter to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or (ii) the rights of all parties have been adjudicated by a final non-appealable judgment of a court of appropriate jurisdiction. In the event the Depositary, any Depositary’s Agent, the Registrar or Transfer Agent shall receive conflicting claims, requests or instructions from any Record Holders of Receipts, on the one hand, and the Corporation, on the other hand, such party shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken, suffered or omitted to be taken. The Depositary undertakes not to issue any Receipt other than to evidence the Depositary Shares that have been delivered to, and are then on deposit with, the Depositary. The Depositary also undertakes not to sell, except as provided herein, pledge or lend Depositary Shares or shares of Mandatory Convertible Preferred Stock held by it as Depositary. The Depositary, the Depositary’s Agent, Transfer Agent, or for Registrar will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the manner in which issuance, transfer or exchange of the Receipts, Mandatory Convertible Preferred Stock or Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designation shall affect the rights, duties, obligations or immunities of the Depositary, Transfer Agent, the Depositary’s Agent or Registrar hereunder. The Depositary, any such vote is cast or the effect of Depositary’s Agent, Transfer Agent, and any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.Registrar hereunder:
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holders of Receipts (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its obligations specifically best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in In respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Class A Shares for deposit, any Owner Holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction omission is in good faithfaith and in accordance with the terms of this Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Atlas Copco Ab)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the CompanyCorporation. ------------------------------------------------------------ The Company Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts other than for its negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth of the Deposited Securitieslost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series I Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series I Preferred Stock for deposit, any Owner Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series I Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act of 1933 is intended by any provision provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series I Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faithfaith and without negligence. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be reasonably required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Mayne Group LTD)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners holders of Receipts other than for its negligence, willful misconduct or Beneficial Owners, except that it agrees to perform its obligations specifically set forth bad faith. Notwithstanding anything in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or worth consequential losses or damages of the Deposited Securitiesany kind whatsoever (including but not limited to lost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series O Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series O Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or informationomitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence, willful misconduct or bad faith, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of due to the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence gross negligence, willful misconduct or bad faith while it acted of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series O Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act provisions of 1933 is intended this Deposit Agreement or of the Receipts, the Depositary Shares or the Series O Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any provision payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents ------------------------------------------------------ and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary's Agent nor the --------------- Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote or give or withhold consent, with respect to any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote or consent, as long as any such action or nonaction non-action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of The Depositary undertakes to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or willful misconduct. The Depositary, the Depositary's Agents and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent and registrar of any of the securities of the Company and its affiliates.
Appears in 1 contract
Samples: Deposit Agreement (Nationwide Health Properties Inc)
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial Ownersholder of any Receipt, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithand to act in good faith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithand to act in good faith in the performance of such duties. Neither the Depositary nor the Company Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Security or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company Each of the Company, its agents and their respective officers, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders or any other persons, other than as set forth below to the Depositary and the Custodian, and any agent of the Custodian or the Depositary appointed hereunder with the Company's prior written consent. Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.8 of this Deposit Agreement. Each of the Depositary, its agents and their respective officers, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither None of the Depositary nor Depositary, the Company or any of their respective agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither None of the Depositary nor Depositary, the Company or any of their respective agents shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Owner, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Sap Aktiengesellschaft Systems Applications Products in Data
Obligations of the Depositary. the Custodian ---------------------------------- Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersNone of -------------------------------------------------- the Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of Depositary's Agents and the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Registrars shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it such party against all such expense and liability shall be furnished as often as may be required. None of the Depositary, the Depositary's Agents, the Registrars and the Custodian shall not be under Company assumes any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement, nor shall any such person be liable to any party hereto for any action or nonaction any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for depositdeposit or any holder of a Receipt. The Depositary, any Owner Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or any other person document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement using its best efforts and in good faith faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary, its affiliates or subsidiaries, the Depositary's Agents, the Registrars and the Company (to the extent permitted by law) may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its affiliates or subsidiaries, the Depositary's Agents and the Registrars may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary, the Depositary's Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. The parties hereto intend that none of the Depositary, the Depositary's Agents and the Registrars, acting as the Depositary Agent or Registrar, as the case may be, shall be deemed to be competent an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, the Depositary's Agents and the Registrars are acting only in a ministerial capacity as Depositary or Registrar for the Stock. None of the Depositary (and its officers, directors, employees and agents), the Depositary's Agents and the Registrars makes any representation or has any responsibility as to give the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein, except as to the number of Depositary Shares represented by such advice Receipts. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or informationin the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or as to the value of the Depositary Shares. The Depositary shall not be liable accountable for any acts the use or omissions made application by a successor depositary whether in connection with a previous act or omission the Company of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast Shares or the effect of any such vote; provided that any such action Receipts or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementproceeds thereof.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company----------------------------------------------------- Issuer. ------------------------------------------------------------ ------ The Company Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or Beneficial Owners, Owner or other person except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner or other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Arm Holdings PLC)
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to take action hereunder pursuant to instructions of holders of Receipts (except as otherwise expressly provided herein) or to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Preferred Stock, the Receipts or in respect of the ReceiptsDepositary Shares, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including reasonable attorneys' fees) and liability shall be furnished as often as may be required. Except as may otherwise be expressly provided herein, and the Custodian Depositary shall not be under have no duty to make any obligation whatsoever determination with respect to such proceedingsthe Preferred Stock or the correctness of the amount of any dividend paid on the Preferred Stock. Except as may otherwise be expressly provided herein, the responsibility Depositary shall have no duty to inform the holders of the Custodian being solely Depositary Shares of any rights that such holders may have with respect to the DepositaryPreferred Stock other than the duty to distribute notices from the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar or the Company may rely and shall not be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding anything in this Agreement to the contrary, in no event shall the Depositary, the Depositary's Agents, any Registrar or the Company be liable for any indirect, special or consequential loss or damage (including, but not limited to, loss of profits) arising from acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that committed in connection with the issue out performance of which such potential this Deposit Agreement, it being the understanding of the parties that Depositary's liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryhereunder shall not extend beyond direct, general contract damages. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, shares of Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction inaction is in good faith. No disclaimer of liability under The Depositary and its agents shall not be liable to the Securities Act of 1933 is intended by Company for any provision of acts or omissions committed in connection with the performance with this Deposit AgreementAgreement except for acts or omissions committed by it or its agents out of gross negligence, willful misconduct or bad faith. The Depositary, the Depositary's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also be a depositary of the Company and its affiliates for any purpose, may loan money to the Company and its affiliates, may act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates and may engage in any other business with or for the Company and its affiliates.
Appears in 1 contract
Samples: Deposit Agreement (Infocure Corp)
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or Beneficial Ownersother persons, including for any consequential or punitive damages for any breach of the terms of this Deposit Agreement, except that it agrees to perform act in good faith and without negligence in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner Holders, Beneficial Owners or Beneficial Owner other persons of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), including for any consequential or punitive damages for any breach of the terms of this Deposit Agreement, except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Deposit Agreement. The Depositary and the Company undertake to perform its obligations such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation Each of the Depositary; provided that , its agents and the Company may rely and shall be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out of which such potential liability arises the Depositary performed its obligations without negligence proper party or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is in good faithparties. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Kt Corp)
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary, any Depositary's Agent, any Registrar nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees negligence (in the case of any action or inaction with respect to perform its obligations the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, liability unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes, and any provision of Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; PROVIDED, HOWEVER, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares in accordance with the applicable securities laws.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar, the Transfer Agent and the CompanyCorporation. ------------------------------------------------------------ The Company Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation assumes no any obligation nor or shall it be subject to any liability to any person under this Deposit Agreement to Owners Holders of Receipts other than for its willful misconduct, fraud or Beneficial Owners, except that it agrees to perform its obligations bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction) in the performance of the such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth lost profits) even if that party has been advised of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence likelihood of such loss or bad faithdamage and regardless of the form of action. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series A Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Company Corporation shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series A Preferred Stock for deposit, any Owner Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar or Transfer Agent and the Corporation may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series A Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or any Transfer Agent. The Depositary, the Depositary’s Agents, and any Registrar and Transfer Agent may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the other securities of the Corporation and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series A Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. It is intended that none of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent are acting only in a ministerial capacity as Depositary, Registrar or Transfer Agent, as applicable, for the deposited Depositary Shares. Neither the Depositary, any Depositary’s Agent, any Registrar nor any Transfer Agent (or their respective officers, directors, employees or agents) makes any representation or has any responsibility as to the validity of any registration statement pursuant to which any securities may be registered under the Securities Act Act, the deposited Series A Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made in any such registration statement or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement, and for any information provided by the Depositary to the Company in writing for the purpose of including such information in any such registration statement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Series A Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except as to due authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. In the event the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by it hereunder, or in the administration of any of the provisions of this Deposit Agreement., the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agent, any Registrar or any Transfer Agent, as the case may be, may in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person for refraining from taking such action, unless the Depositary, the Depositary’s Agent, the Registrar or Transfer Agent, as applicable, receives written instructions or a certificate signed by the Corporation which (x) eliminates such ambiguity or uncertainty or (y) proves or establishes the applicable matter, in each case to the satisfaction of the Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, as applicable. In the event the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall be entitled to the indemnification set forth in Section 5.6 hereof in connection with any action so taken. From time to time, the Corporation may provide the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent with instructions concerning the services performed by the Depositary under this Deposit Agreement. In addition, at any time, the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent may apply to any officer of the Corporation for instruction, and may consult with legal counsel for the Depositary or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, under this Deposit Agreement. The Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, and their respective agents and subcontractors shall not be liable and shall be indemnified by the Corporation for any action taken or omitted by them in reliance upon any instructions from the Corporation or upon the advice or opinion of such counsel. None of the Depositary, Depositary’s Agent, Registrar or Transfer Agent, as applicable, shall be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Corporation. Notwithstanding anything contained herein to the contrary, excluding the Depositary’s willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s Agent, Transfer Agent, and Registrar during any term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Depositary is being sought. The Depositary, any Depositary’s Agent, Transfer Agent, and Registrar hereunder:
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or Beneficial Ownersother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations specifically set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner Holders or Beneficial Owner other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. The Depositary undertakes to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the ReceiptsGDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation Each of the Depositary; provided that , its agents and the Company and its agents may rely and shall be protected in connection with acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the issue out proper party or parties. Subject to the provisions of which such potential liability arises this Section 5.03, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote; provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith. No disclaimer agent of liability the Depositary shall be deemed to be an "issuer" of the securities under the Securities Act federal securities laws or applicable state securities laws of 1933 is intended by the United States or any provision of this Deposit Agreementother jurisdiction, it being expressly understood and agreed that the Depositary and its agents are acting only in a ministerial capacity as Depositary for the Shares.
Appears in 1 contract
Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
Obligations of the Depositary. the Custodian Depositary's Agents, ------------------------------------------------------- the Registrar and the Company. ------------------------------------------------------------ The None of the Depositary, any Depositary's Agent, ----------------------------- any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform holders of Receipts other than for its obligations specifically set forth in this Deposit Agreement without gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary's Agent, any Registrar or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Common Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to the Depositary. Neither the Depositary nor , any Depositary's Agent, any Registrar or the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith or in accordance with the Depositary Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or the Depositary's Agents due to its or their gross negligence, willful misconduct or bad faith. No disclaimer The Depositary, the Depositary's Agents, and any Registrar may own and deal in any class of liability securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. None of the Depositary (or its officers, directors, employees or agents), any Depositary's Agent or the Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended by any provision -------- ------- responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [Delaware], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms.
Appears in 1 contract
Samples: Deposit Agreement (Mattel Inc /De/)
Obligations of the Depositary. THE DEPOSITARY'S AGENTS, ANY REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary nor any Depositary's Agent nor any Registrar nor the Company. ------------------------------------------------------------ The Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Ownersholders of Depositary Shares other than for such person's own [negligence, except that it agrees as to perform its obligations specifically set forth in this Deposit Agreement without the Depositary], gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. [Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. .] Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Depositary Share or any other person reasonably believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that , as long as any such action or nonaction non-action is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by The Depositary undertakes, and any provision of Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement., and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary shall indemnify the Company against any
Appears in 1 contract
Samples: Del Webb Corp
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the CompanyCorporation. ------------------------------------------------------------ The Company Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts other than for its negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth of the Deposited Securitieslost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series F Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series F Preferred Stock for deposit, any Owner Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series F Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act of 1933 is intended by any provision provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series F Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Obligations of the Depositary. the Custodian Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Owners or Beneficial OwnersOwners of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Deposited Securities), except that it agrees to perform its obligations obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory satisfactory to it against all expense and liability shall be furnished furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit AgreementAgreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the CompanyCorporation. ------------------------------------------------------------ The Company Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Corporation assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders of Receipts other than for its negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence willful misconduct or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Owner Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or Beneficial Owner consequential losses or damages of any kind whatsoever (including, without limitation, liability with respect including but not limited to the validity or worth of the Deposited Securitieslost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series N Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series N Preferred Stock for deposit, any Owner Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Corporation may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series N Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Corporation and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act of 1933 is intended by any provision provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series N Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian legal counsel for Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction inaction is in good faith. No disclaimer The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of liability under Deposited Securities or for the Securities Act failure to make any distribution of 1933 is intended by cash or property with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of this Deposit Agreement.any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Owner or Beneficial Owner or any other person for the unavailability of the Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company assumes Issuer and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or Beneficial OwnersHolders, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion their opinions may involve it them in expense or liability, unless indemnity satisfactory to it them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction or other document believed by such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction omission to act is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners holders or Beneficial Ownersother persons, except that it agrees to perform its in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faithAgreement. The Depositary Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owner holders or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)other persons, except that it agrees to perform its such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to Preferred Shares, Depositary Shares, Receipts or in respect of the Receipts, which Ordinary Shares that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and any Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall not be liable deemed to be an "issuer" of the Preferred Shares, the Depositary Shares, the Receipts or the Ordinary Shares issued upon conversion or redemption of the Preferred Shares under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any acts Depositary's Agent makes any representation or omissions has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Preferred Shares, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made by therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a successor depositary whether statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Shares at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with any matter arising wholly after full power, authority and legal right under such law to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors' rights generally and except as Depositaryenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible accountable for any failure to carry out any instructions to vote any the use or application by the Company of the Deposited Securities, or for the manner in which any such vote is cast Depositary Shares or the effect of any such vote; provided that any such action Receipts or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementproceeds thereof.
Appears in 1 contract
Samples: Deposit Agreement (Scottish Annuity & Life Holdings LTD)
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Company assumes and its directors, employees, agents and affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement or the Receipts to Owners Holders or Beneficial OwnersOwners of Receipts or any other persons, except that it each agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement or the Receipts to any Owner Holder or Beneficial Owner of any Receipt or any other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it each agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner Holder or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, the Company and their directors, employees and agents may rely and shall be protected in acting upon any written notice, request, direction or other document believed by such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Quilmes Industrial Quinsa Societe Anonyme)
Obligations of the Depositary. the Custodian Depositary's Agents, any ----------------------------------------------------------- Registrar and the Company. ------------------------------------------------------------ The ------------------------- Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without holders of Depositary Shares other than for such person's own gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or nonaction failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Depositary Share or any other person believed by it in good faith to be competent to give such advice information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or informationother document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary shall not be liable subject to any liability under this Deposit Agreement to the Company other than for any liability that may arise out of acts performed or omissions made omitted by a successor depositary whether in connection with a previous act or omission of the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, the Depositary's agents, any Registrar and the Company may own and deal in connection with any matter arising wholly after the removal or resignation class of securities of the Depositary; provided that Company and its affiliates and in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as DepositaryShares. The Depositary shall not be responsible for any failure to carry out any instructions to vote may also act as transfer agent or registrar of any of the Deposited Securitiessecurities of the Company and its affiliates. Anything herein to the contrary notwithstanding, in no event shall the Depositary be liable for special, indirect or for the manner in which any such vote is cast consequential loss or the effect damage of any kind whatsoever (including but not limited to lost profits), even if the Depositary has been advised of the likelihood of such vote; provided that any such action loss or nonaction is in good faith. No disclaimer damage and regardless of liability under the Securities Act form of 1933 is intended by any provision of this Deposit Agreementaction.
Appears in 1 contract
Samples: Deposit Agreement (Health Care Property Investors Inc)
Obligations of the Depositary. the Custodian Depositary's Agents and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary's Agent nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Owners, except holders of Receipts other than that it each of them agrees to perform its obligations use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor any Depositary's Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to Stock, Depositary Shares, Receipts or in respect of the Receipts, which Common Stock that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, its parent, affiliate or subsidiaries and any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall not be liable deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any acts Depositary's Agent makes any representation or omissions has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made by therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. Except for the Depositary's certification of registered ownership, the Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a successor depositary whether statement of the Company with respect to certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in connection the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with a previous act the Depositary hereunder or omission of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in connection and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ______________ , with any matter arising wholly after full power, authority and legal right under such law to execute, deliver and carry out the removal or resignation terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary; provided that in connection with the issue out of which such potential liability arises , enforceable against the Depositary performed in accordance with its obligations without negligence terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or bad faith while it acted other similar laws affecting enforcement of creditors' rights generally and except as Depositaryenforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be responsible accountable for any failure to carry out any instructions to vote any the use or application by the Company of the Deposited Securities, or for the manner in which any such vote is cast Depositary Shares or the effect of any such vote; provided that any such action Receipts or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementproceeds thereof.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar, and the Company. ------------------------------------------------------------ The Neither the Depositary, any Depositary's Agent, any Registrar, nor the Company assumes no any obligation nor shall it or will be subject to any liability under this Deposit Agreement or any Depositary Receipt to Owners holders of Depositary Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting negligence, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability , or willful misconduct in the performance of their duties under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar, nor the Company shall will be under any obligation to appear in, prosecute prosecute, or defend any action, suit suit, or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be is furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary Depositary, any Depositary's Agent, any Registrar, nor the Company shall will be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares for deposit, any Owner holder of a Depositary Receipt or any other person believed by it in good faith to be competent to give such advice or the information. The Depositary, any Depositary's Agent, any Registrar, and the Company may each rely and will each be protected in acting upon any written notice, request, direction, or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. If the Depositary shall receives conflicting claims, requests, or instructions from any holders of Depositary Receipts, on the one hand, and the Company, on the other hand, the Depositary will be entitled to act on the claims, requests, or instructions received from the Company. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell, or deal in any class of securities of the Company and its affiliates and in Depositary Receipts or Depositary Shares, or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested, or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary nor any Depositary's Agent is an "issuer" of the securities under the federal securities laws or applicable state securities laws. The Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Class __ Preferred Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Class __ Preferred Stock, the Depositary Shares, the Depositary Receipts (except for its countersignature), the registration statement pursuant to which the Shares are registered under the Securities Act, or any other instruments relating to this Agreement, or as to the correctness of any statement made therein or herein. However, the Depositary is responsible for its representations in this Agreement and for the validity of any action taken or required to be liable for any acts or omissions made taken by a successor depositary whether the Depositary in connection with a previous act or omission of this Agreement. The Company agrees that it will register the Class __ Preferred Stock and the Depositary or Shares in connection accordance with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementapplicable securities laws.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the CompanyIssuer. ------------------------------------------------------------ The Company assumes Issuer and its directors, officers, employees, agents, or affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial OwnersOwners of Receipts or to other persons, except that it agrees they agree to perform its their respective obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, officers, employees, agents, or affiliates assume no obligation nor shall it they be subject to any liability under this Deposit Agreement or the Receipt to any Owner or Beneficial Owner Owners of any Receipt or to other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees they agree to perform its their respective obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company Issuer nor any of their respective directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, 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, or for any consequential or punitive damages. The Depositary, its controlling persons, its agents, any Custodian and the Issuer, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote; , provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 or the Securities Xxx 0000 (New Zealand), if applicable, is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Telecom Corp of New Zealand LTD)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners holders of Receipts other than from acts or Beneficial Ownersomissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary’s Agent, any Registrar or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to the Depositary. Neither the Depositary nor , any Depositary’s Agent, any Registrar or the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or panics. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of liability securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company represents that it has registered the deposited Preferred Shares and the Depositary Shares for sale in accordance with applicable securities laws.
Appears in 1 contract
Samples: Form of Deposit Agreement (Brandywine Operating Partnership Lp /Pa)
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners holders of Receipts other than for its negligence, willful misconduct or Beneficial Owners, except that it agrees to perform its obligations specifically set forth bad faith. Notwithstanding anything in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or worth consequential losses or damages of the Deposited Securitiesany kind whatsoever (including but not limited to lost profits), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Series P Preferred Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Shares Series P Preferred Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or informationomitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence, willful misconduct or bad faith, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for any the acts or omissions made by a successor depositary whether in connection with a previous act or omission of due to the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence gross negligence, willful misconduct or bad faith while it acted of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Series P Preferred Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is not taken in good bad faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act provisions of 1933 is intended this Deposit Agreement or of the Receipts, the Depositary Shares or the Series P Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any provision payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners holders of Receipts other than for its gross negligence, willful misconduct or Beneficial Ownersactual fraud (each as finally determined by a non-appealable judgment, except that it agrees to perform its obligations specifically set forth order, decree or ruling of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or worth consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence likelihood of such loss or bad faithdamage and regardless of the form of action. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Stock, the Depositary Shares or in respect of the Receipts, Receipts which in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it against all expense and liability shall be furnished by the holders as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel (including in-house counsel) or accountants, or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether in connection with a previous act it to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, shares of Stock or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is taken in good faith. No disclaimer The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability under for interest on any monies at any time received by it pursuant to any of the Securities Act provisions of 1933 is intended this Deposit Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any provision payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.
Appears in 1 contract
Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the Company. ------------------------------------------------------------ The Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or Beneficial Ownersholders of Receipts other than for its bad faith, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary’s Agent, any Registrar or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, the Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability shall be furnished as often as may be reasonably required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to the Depositary. Neither the Depositary nor , any Depositary’s Agent, any Registrar or the Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall not each be liable for protected in acting upon or omitting to act upon any acts written notice, request, direction or omissions made other document believed by a successor depositary whether it in connection with a previous act good faith to be genuine and to have been signed or omission of presented by the Depositary proper party or in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryparties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, any Depositary’s Agent, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. The Depositary shall indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary or any Depositary’s Agent due to its or their gross negligence, willful misconduct or bad faith. No disclaimer The obligations of liability under the Securities Act Depositary set forth in this paragraph shall survive any succession of 1933 is intended the Company or termination of this Deposit Agreement. Notwithstanding anything to the contrary herein, no party to this Agreement shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by breach of any provision of this Agreement even if apprised of the possibility of such damages. Furthermore, the Depositary’s aggregate liability to the Company during any term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Depositary as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Depositary is being sought; provided, however, that such limitation shall not apply to any liability which directly arises out of acts performed or omitted by the Depositary or any Depositary’s Agent due to its or their recklessness, willful misconduct or bad faith. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Preferred Shares nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. From time to time, the Company may provide the Depositary with instructions concerning the services performed by the Depositary under this Agreement and the Depositary shall be indemnified and held harmless in acting, or refraining from acting, as applicable, in reliance upon such instructions. In addition, at any time, the Depositary may apply to any officer of the Company for instruction, and may consult with legal counsel for the Depositary or the Company with respect to any matter arising in connection with the services to be performed by the Depositary under this Agreement.
Appears in 1 contract
Obligations of the Depositary. the Custodian and the Company. ------------------------------------------------------------ The Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence Owners of Receipts or bad faith. The any other persons other than the Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence negligence, willful misconduct or bad faith. Neither Each of the Company and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.08 of this Deposit Agreement. Each of the Depositary and its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of a Receipt or any other persons other than the Depositary and the Custodian (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence, willful misconduct or bad faith. The Depositary, the Custodian and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Without limiting the foregoing, neither the Depositary or its agents nor the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither None of the Depositary nor or its agents or the Company or its agents shall be liable for any action or nonaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary; , provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence negligence, willful misconduct or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote of any Deposited Securities is cast or the effect of any such vote; , provided that any such action or nonaction is in good faithfaith and in accordance with this Deposit Agreement. Except as otherwise provided in this Deposit Agreement, the Depositary will not release any information regarding the Company without prior written approval from the Company; provided, however, that the Depositary may release, without prior approval from the Company, information made publicly available by the Company if the form and substance of such information has not been altered or modified in any way other than by the Company. The Depositary agrees with the Company not to establish any unsponsored American Depositary Receipt program representing Shares so long as the Depositary is acting hereunder. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Obligations of the Depositary. the Custodian Depositary's Agents, ------------------------------------------------------- the Registrar and the Company. ------------------------------------------------------------ The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary's ----------------------------- Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited PIERS, Depositary Shares or in respect of the Receipts, which Receipts that in its opinion may involve it in expense or liability, liability unless indemnity satisfactory to it such party against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be under any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or nonaction any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares PIERS for deposit, any Owner holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall not be liable for receive conflicting claims, requests or instructions from any acts or omissions made by a successor depositary whether in connection with a previous act or omission holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any matter arising wholly after the removal or resignation of the Depositary; provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositaryaction so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited PIERS or for the manner in which any such vote is cast or the effect of any such vote; provided that vote made, as long as any such action or nonaction non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement using its best efforts and in good faith. No disclaimer The parties hereto acknowledge that no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability that may arise out of liability acts performed or omitted by the Depositary or any Depositary's Agent due to its or their negligence or bad faith. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, the Company (to the extent permitted by law) and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its parent, affiliates or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited PIERS; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act Act, the deposited PIERS, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited PIERS and the Depositary Shares in accordance with the applicable securities laws.
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