Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liability, if by reason of any provision of any present or future law, rule, regulation, fiat, order or decree of the United States, The Republic of France or any other country, or of any governmental or regulatory authority or stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the statuts of the Company or the Deposited Securities, or by reason of any act of God or war or terrorism, nationalization or other circumstances beyond their control, the Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof); nor shall the Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) incur any liability by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or the ADRs. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit Agreement, or pursuant to Section 4.13, such distribution or offering is not made available to certain Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing any rights to lapse upon the terms of this Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liabilityliability to any Owner or Beneficial Owner, if by reason of any provision of any present or future law, rule, regulation, fiat, order or decree of the United States, The Republic of France or any other country, or of any other governmental or regulatory authority or stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the statuts Statuts of the Company or by reason of any provision of any securities issued or distributed by the Deposited SecuritiesCompany, or any offering or distribution thereof, or by reason of any act of God or war or terrorismGod, nationalization war, terrorism or other circumstances beyond their control, the Depositary or the Company shall be prevented or forbidden from, or delayed in, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company (or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof); nor shall the Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) incur any liability to any Owner or Beneficial Owner by reason of any non-performance nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable) or the ADRsStatuts of the Company. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, 4.02 or 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit Agreement, or pursuant to Section 4.13for any other reason, the Depositary is prevented or prohibited from making such distribution or offering is not made available to certain Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the net proceeds available to such Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing offering, and shall allow any rights rights, if applicable, to lapse upon the terms of this Deposit Agreementlapse.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall incur any liabilityliability to any Owner or holder of any Receipt, if by reason of any provision of any present or future law, rule, regulation, fiat, order law or decree regulation of the United States, The Republic of France Chile or any other country, or of any stock exchange or governmental or regulatory authority or stock exchange or market or automated quotation system(including any action that may constitute a breach by the Central Bank of its obligations under the Foreign Exchange Contract), or by reason of any provision, present or future, of the statuts Foreign Exchange Contract or, in the case of the Depositary or its agents, the Estatutos of the Company or of the Deposited Securities, or by reason of any act of God or war or terrorism, nationalization or other circumstances beyond their its control, the Depositary or the Company Company, or any of their respective directorsagents, employees, agents or controlling persons (as defined under the Securities Act of 1933) shall be prevented or forbidden from from, or be subject to any civil or criminal penalty on account of of, doing or performing any act or thing which by the terms of this Deposit Agreement Agreement, the Foreign Exchange Contract, the Company's Estatutos or the Deposited Securities it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof)performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) incur any liability to any Owner or holder of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or the ADRsAgreement. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of this the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this the Deposit Agreement, or pursuant to Section 4.13for any other reason, such distribution or offering is may not be made available to certain Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing offering, and shall allow any rights rights, if applicable, to lapse upon the terms of this Deposit Agreementlapse.
Appears in 1 contract
Samples: Deposit Agreement (Madeco Sa)
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary Depositary, the Custodian nor the Company nor any of their respective controlling persons, directors, employees, agents or controlling Affiliates will be liable to any Holder or other persons (as defined under the Securities Act of 1933) shall incur any liability, if by reason of any provision of any present or future law, rule, regulation, fiat, order law or decree regulation of the United States, The Republic of France Germany or any other country, or of any other governmental or regulatory authority or stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the statuts Company’s Articles of Association, or by reason of any provision of any securities issued or distributed by the Company or the Company, including Deposited Securities, or any offering or distribution thereof, or by reason of any act of God God, terrorism or war or terrorismother circumstance beyond its control (including, nationalization or other circumstances beyond their controlwithout limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), the Depositary or the Company or any of their respective controlling persons, directors, employees, agents agents, or controlling persons (as defined under the Securities Act of 1933) Affiliates shall be prevented prevented, delayed or forbidden from from, or be subject to any civil or criminal penalty on account of of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof)performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) Affiliates incur any liability to any Holder by reason of any non-performance nonperformance or delay, caused as aforesaidstated in the preceding clause, in the performance of any act or thing which by the terms of this Deposit Agreement or provisions of or governing Deposited Securities it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for under this Deposit Agreement, the Company’s Articles of Association or provisions of or governing Deposited Securities, or for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder 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 the inability by a Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares, or for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or the ADRsotherwise. Where, by the terms of a distribution pursuant to Sections 4.01Section 4.1, 4.024.2, 4.3, or 4.03 4.4 of this the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 4.5, 4.10 or 5.9 of this the Deposit AgreementAgreement or in the Company’s Articles of Association, or pursuant to Section 4.13for any other reason, such distribution or offering is may not be made available to certain OwnersHolders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not be responsible for the failure to make such distribution or offering offering, and shall allow any such rights, if applicable, to lapse. Each of the Company, its agents, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence and in good faith. The Depositary 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 or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or the Company, its Affiliates 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 an indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary or its Affiliates or agents, nor the Company or its Affiliates or agents, shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, its Affiliates and its agents and the Company, its Affiliates and its agents, may rely and shall 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 and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of this Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit AgreementAgreement or for the failure or timeliness of any notice from the Company. The Depositary and its agents 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 gross negligence and in good faith while it acted as Depositary.
Appears in 1 contract
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary Depositary, the Custodian nor the Company nor any of their respective controlling persons, directors, employees, agents or controlling Affiliates will be liable to any Holder or other persons (as defined under the Securities Act of 1933) shall incur any liability, if by reason of any provision of any present or future law, rule, regulation, fiat, order law or decree regulation of the United States, The Republic of France Germany or any other country, or of any other governmental or regulatory authority or stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the statuts Company’s Articles of Association, or by reason of any provision of any securities issued or distributed by the Company or the Company, including Deposited Securities, or any offering or distribution thereof, or by reason of any act of God God, terrorism or war or terrorismother circumstance beyond its control (including, nationalization or other circumstances beyond their controlwithout limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), the Depositary or the Company or any of their respective controlling persons, directors, employees, agents agents, or controlling persons (as defined under the Securities Act of 1933) Affiliates shall be prevented prevented, delayed or forbidden from from, or be subject to any civil or criminal penalty on account of of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof)performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) Affiliates incur any liability to any Holder by reason of any non-performance nonperformance or delay, caused as aforesaidstated in the preceding clause, in the performance of any act or thing which by the terms of this Deposit Agreement or provisions of or governing Deposited Securities it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for under this Deposit Agreement, the Company’s Articles of Association or provisions of or governing Deposited Securities, or for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder 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 the inability by a Holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares, or for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or the ADRsotherwise. Where, by the terms of a distribution pursuant to Sections 4.01Section 4.1, 4.024.2, 4.3, or 4.03 4.4 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 4.5, 4.10 or 5.9 of this Deposit AgreementAgreement or in the Company’s Articles of Association, or pursuant to Section 4.13for any other reason, such distribution or offering is may not be made available to certain OwnersHolders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not be responsible for the failure to make such distribution or offering or for allowing offering, and shall allow any rights such rights, if applicable, to lapse upon lapse. No disclaimer of liability under the terms Securities Act is intended by any provision of this Deposit Agreement.
Appears in 1 contract
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary Depositary, the Custodian nor the Company nor any of their respective controlling persons, directors, employees, agents or controlling Affiliates will be liable to any Holder or other persons (as defined under the Securities Act of 1933) shall incur any liability, if by reason of any provision of any present or future law, rule, regulation, fiat, order law or decree regulation of the United States, The Republic of France Germany or any other country, or of any other governmental or regulatory authority or stock exchange or market or automated quotation system, or by reason of any provision, present or future, of the statuts Company’s Articles of Association, or by reason of any provision of any securities issued or distributed by the Company or the Company, including Deposited Securities, or any offering or distribution thereof, or by reason of any act of God God, terrorism or war or terrorismother circumstance beyond its control (including, nationalization or other circumstances beyond their controlwithout limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), the Depositary or the Company or any of their respective controlling persons, directors, employees, agents agents, or controlling persons (as defined under the Securities Act of 1933) Affiliates shall be prevented prevented, delayed or forbidden from from, or be subject to any civil or criminal penalty on account of of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall be done or performed (including, without limitation, voting pursuant to Section 4.08 hereof)performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or controlling persons (as defined under the Securities Act of 1933) Affiliates incur any liability to any Holder by reason of any non-performance nonperformance or delay, caused as aforesaidstated in the preceding clause, in the performance of any act or thing which by the terms of this Deposit Agreement or provisions of or governing Deposited Securities it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for under this Deposit Agreement, the Company’s Articles of Association or provisions of or governing Deposited Securities, or for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder 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 the inability by a Holder to EXHIBIT (a)(2) benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares, or for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or the ADRsotherwise. Where, by the terms of a distribution pursuant to Sections 4.01Section 4.1, 4.024.2, 4.3, or 4.03 4.4 of this the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 4.5, 4.10 or 5.9 of this the Deposit AgreementAgreement or in the Company’s Articles of Association, or pursuant to Section 4.13for any other reason, such distribution or offering is may not be made available to certain OwnersHolders, or some of them, and the Depositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall not be responsible for the failure to make such distribution or offering offering, and shall allow any such rights, if applicable, to lapse. Each of the Company, its agents, the Depositary and its agents assumes no obligation and shall be subject to no liability under the Deposit Agreement or this Receipt to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement without gross negligence and in good faith. The Depositary 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 or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or the Company, its Affiliates 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 an indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary or its Affiliates or agents, nor the Company or its Affiliates or agents, shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, its Affiliates and its agents and the Company, its Affiliates and its agents, may rely and shall 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 and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance with the terms of this Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit AgreementAgreement or for the failure or timeliness of any notice from the Company. The Depositary and its agents shall not be liable for any acts or omissions made by a EXHIBIT (a)(2) 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 gross negligence and in good faith while it acted as Depositary.
Appears in 1 contract
Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, officers, employees, agents or controlling persons (as defined under the Securities Act of 1933) Affiliates shall incur any liabilityliability to any Owner or Beneficial Owner of any Receipt, if by reason of (a) any provision of any present or future law, rule, regulation, fiat, order or decree of the United States, The Republic of France the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange or market or automated quotation system, the provisions of or by reason of any provision, present or future, of the statuts of the Company or the governing Deposited Securities, or by reason of any act of God or war or terrorismGod, nationalization war, terrorism or other circumstances beyond their controlits control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (b) in the case of the Depositary only, (i) any act or failure to act of the Company, its agents, the Depositary or the Company Russian Share Registrar, or any of their respective directors, officers, employees, agents or controlling persons Affiliates, (as defined under ii) any provision, present or future, of the Securities Act Charter of 1933the Company or any other instrument of the Company governing the Deposited Securities, or (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, the Depositary or the Company shall be prevented prevented, delayed or forbidden from from, or be subject to any civil or criminal penalty on account of of, doing or performing any act or thing which by the terms of this Deposit Agreement or the Deposited Securities it is provided shall or may be done or performed (including, without limitationin the case of the Depositary, voting delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Section 4.08 hereof); Sections 4.01 through 4.04) nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or controlling persons (as defined under the Securities Act of 1933) Affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the ADRsCharter of the Company. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of this the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this the Deposit Agreement, or pursuant to Section 4.13for any other reason, the Depositary is prevented or prohibited from making such distribution or offering is not made available to certain Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the net proceeds available to such Owners, then the Depositary Depositary, after consultation with the Company to the extent practicable, shall not be responsible for the failure to make such distribution or offering or for allowing offering, and shall allow any rights rights, if applicable, to lapse upon the terms of this Deposit Agreementlapse.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)
