Common use of LIABILITIES AND INDEMNITY Clause in Contracts

LIABILITIES AND INDEMNITY. 22.1 Save where required by any applicable law or regulation otherwise, in holding or receiving Securities or any other assets or property for the Client or providing any service to the Client under this Client Agreement, neither KGI Asia nor any nominee or agent of KGI Asia shall be acting as trustee for the Client or any other person and KGI Asia shall have no trust or other obligation in respect of any defect in ownership or title of the same. 22.2 Without prejudice to Clause 8.18 of this Part A of the Client Agreement, KGI Asia does not guarantee gains or profitability to the Client, and shall not be liable for the management of or any loss or diminution in the value of any Securities or other financial products of a relevant Transaction. 22.3 KGI Asia is under no duty to examine or verify the validity of the ownership of or title to any Securities and shall not be liable in respect of any defect in such ownership or title. 22.4 Where applicable, the Client shall be liable for any taxes or duties payable or to be withheld on or in respect of any Securities or other financial products or in connection with any Transactions in accordance with the maximum withholding tax rate or any other withholding tax rate as determined by KGI Asia from time to time and none of KGI Asia, any of its agents, nominees or delegates, nor any of its market information providers shall be liable for any of the foregoing. In the event that KGI Asia becomes aware or determines that any taxes or duties (or any part thereof) payable or in respect of any income, proceeds, interest or distribution which has/have already been credited to the Account shall have been withheld or paid, KGI Asia shall be authorized to collect from the Client and the Client shall agree to pay to KGI Asia such taxes or duties (or any part thereof). 22.5 It is the Client’s sole responsibility to handle and/or fulfill any local, overseas or worldwide tax issues, liabilities and/or obligations under all applicable Market Requirements (including, without limitation, tax reporting, filing relevant tax return(s), paying any applicable tax and dealing with any application for tax reclaim arrangement) arising from or in connection with trading, holding, disposing of or otherwise dealing with Securities or investments via KGI Asia. The Client must seek independent professional advice from its own tax advisors to determine its tax position, liabilities and obligations in relation to the relevant Securities or investments. KGI Asia assumes no responsibility for advising on or handling such tax issues, liabilities and/or obligations nor will KGI Asia provide any service or assistance in this regard. In particular, the Client agrees and accepts that, unless otherwise specified by KGI Asia, in no circumstances will KGI Asia or any of its nominees, custodians and/or agents be under any obligation or responsibility to apply for, or assist in the application for, any tax reclaim arrangement that may be available to the Client. The Client agrees and accepts that neither KGI Asia nor its nominees, custodians and/or agents shall be held liable for the loss of tax reclaim arrangement or any other losses, damages, costs and/or expenses incurred or suffered by the Client in this regard. Notwithstanding the above but without prejudice to the full force of the foregoing provisions, if KGI Asia so requests at its absolute discretion, the Client shall provide information and complete, sign and file any relevant tax forms, certificates or documents which KGI Asia or any of its nominees, custodians and/or agents is or may be required by any tax or other relevant authority of any applicable jurisdiction to submit in respect of the Client in connection with any investment or Transaction made on behalf of the Client pursuant to the Terms and Conditions. The Client agrees to cooperate fully with KGI Asia, its nominees, custodians and/or agents and provide the necessary information and assistance to them or any of them for such purposes. 22.6 Without prejudice to Clause 8.18 of this Part A of the Client Agreement, KGI Asia shall not be liable for any Loss which may be suffered or incurred by the Client as a result of the provision of services by KGI Asia in accordance with an Instruction or in any other case unless due to the gross negligence or wilful default of KGI Asia or any other person appointed by it or their respective officers or employees. 22.7 Without prejudice to Clause 8.18 and Clause 22.6 of this Part A of the Client Agreement and to the fullest extent permitted by the Market Requirements, KGI Asia shall not be considered in breach of this Client Agreement if there is, and shall not be liable or have responsibility of any kind for, any Loss, cost or damage suffered or incurred by the Client as a result of any total or partial failure, interruption or delay in the performance of KGI Asia’s duties and obligations in respect of the services under this Client Agreement occasioned by any act of God, fire, act of government, state, governmental or supranational body or authority or any investment exchange and/or clearing house or system, war, terrorist or military or threatened terrorist or military action, civil commotion, failure of any communication or computer system, loss, destruction or malfunction of computers, computer systems or data, unavailability of any energy source, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond KGI Asia’s control, including without limitation, any change in law, any disruption to or suspension of trading in any relevant markets or any unusual market conditions. 22.8 The Client shall indemnify KGI Asia, its market information providers, any other person appointed by it and their respective officers and employees against all claims, liabilities, damages, Loss, costs and expenses of any kind which may be suffered or incurred by any of them and all actions or proceedings which may be brought by or against any of them in connection with the provision of the services under this Client Agreement and/ or as a result of any default by the Client in the performance of its obligations under this Client Agreement (including without limitation to the generality of the foregoing, any costs and expenses incurred or actions or proceedings brought as a result of the Client failing to maintain sufficient Securities or cash in the Account) and/or the enforcement of the Terms and Conditions unless due to the gross negligence or wilful default of KGI Asia, its market information providers, any other person appointed by it or their respective officers or employees. 22.9 If KGI Asia receives or recovers any amount in respect of an obligation owed by the Client in a currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, the Client shall indemnify and hold KGI Asia harmless from and against any cost (including costs of conversion) and loss suffered or incurred by KGI Asia as a result of receiving such amount in a currency other than the currency in which it was due. 22.10 Any losses or liabilities of any kind which may be suffered or incurred by the Client in the course of any trading based on any Securities or funds which are legally due to be but not yet credited into its Account shall solely be borne by the Client, and KGI Asia shall have no liability in relation thereto. 22.11 So far as the applicable Market Requirements permit, KGI Asia shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any custodial agent or any person, firm or company through or with whom Transactions are effected for the Account. 22.12 The entirety of this Clause 22 shall survive the termination of this Client Agreement.

LIABILITIES AND INDEMNITY. 22.1 Save where required by any applicable law or regulation otherwise, in holding or receiving Securities or any other assets or property for the Client or providing any service to the Client under this Client Agreement, neither KGI Asia nor any nominee or agent of KGI Asia shall be acting as trustee for the Client or any other person and KGI Asia shall have no trust or other obligation in respect of any defect in ownership or title of the same. 22.2 Without prejudice to Clause 8.18 of this Part A of the Client Agreement, KGI Asia does not guarantee gains or profitability to the Client, and shall not be liable for the management of or any loss or diminution in the value of any Securities or other financial products of a relevant Transaction. 22.3 KGI Asia is under no duty to examine or verify the validity of the ownership of or title to any Securities and shall not be liable in respect of any defect in such ownership or title. 22.4 Where applicable, the Client shall be liable for any taxes or duties payable or to be withheld on or in respect of any Securities or other financial products or in connection with any Transactions in accordance with the maximum withholding tax rate or any other withholding tax rate as determined by KGI Asia from time to time and none of KGI Asia, any of its agents, nominees or delegates, nor any of its market information providers shall be liable for any of the foregoing. In the event that KGI Asia becomes aware or determines that any taxes or duties (or any part thereof) payable or in respect of any income, proceeds, interest or distribution which has/have already been credited to the Account shall have been withheld or paid, KGI Asia shall be authorized to collect from the Client and the Client shall agree to pay to KGI Asia such taxes or duties (or any part thereof). 22.5 It is the Client’s sole responsibility to handle and/or fulfill any local, overseas or worldwide tax issues, liabilities and/or obligations under all applicable Market Requirements (including, without limitation, tax reporting, filing relevant tax return(s), paying any applicable tax and dealing with any application for tax reclaim arrangement) arising from or in connection with trading, holding, disposing of or otherwise dealing with Securities or investments via KGI Asia. The Client must seek independent professional advice from its own tax advisors to determine its tax position, liabilities and obligations in relation to the relevant Securities or investments. KGI Asia assumes no responsibility for advising on or handling such tax issues, liabilities and/or obligations nor will KGI Asia provide any service or assistance in this regard. In particular, the Client agrees and accepts that, unless otherwise specified by KGI Asia, in no circumstances will KGI Asia or any of its nominees, custodians and/or agents be under any obligation or responsibility to apply for, or assist in the application for, any tax reclaim arrangement that may be available to the Client. The Client agrees and accepts that neither KGI Asia nor its nominees, custodians and/or agents shall be held liable for the loss of tax reclaim arrangement or any other losses, damages, costs and/or expenses incurred or suffered by the Client in this regard. Notwithstanding the above but without prejudice to the full force of the foregoing provisions, if KGI Asia so requests at its absolute discretion, the Client shall provide information and complete, sign and file any relevant tax forms, certificates or documents which KGI Asia or any of its nominees, custodians and/or agents is or may be required by any tax or other relevant authority of any applicable jurisdiction to submit in respect of the Client in connection with any investment or Transaction made on behalf of the Client pursuant to the Terms and Conditions. The Client agrees to cooperate fully with KGI Asia, its nominees, custodians and/or agents and provide the necessary information and assistance to them or any of them for such purposes. 22.6 Without prejudice to Clause 8.18 of this Part A of the Client Agreement, KGI Asia shall not be liable for any Loss which may be suffered or incurred by the Client as a result of the provision of services by KGI Asia in accordance with an Instruction or in any other case unless due to the gross negligence or wilful default of KGI Asia or any other person appointed by it or their respective officers or employees. 22.7 Without prejudice to Clause 8.18 and Clause 22.6 of this Part A of the Client Agreement and to the fullest extent permitted by the Market Requirements, KGI Asia shall not be considered in breach of this Client Agreement if there is, and shall not be liable or have responsibility of any kind for, any Loss, cost or damage suffered or incurred by the Client as a result of any total or partial failure, interruption or delay in the performance of KGI Asia’s duties and obligations in respect of the services under this Client Agreement occasioned by any act of God, fire, act of government, state, governmental or supranational body or authority or any investment exchange and/or clearing house or system, war, terrorist or military or threatened terrorist or military action, civil commotion, failure of any communication or computer system, loss, destruction or malfunction of computers, computer systems or data, unavailability of any energy source, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond KGI Asia’s control, including without limitation, any change in law, any disruption to or suspension of trading in any relevant markets or any unusual market conditions. 22.8 The Client shall indemnify KGI Asia, its market information providers, any other person appointed by it and their respective officers and employees against all claims, liabilities, damages, Loss, costs and expenses of any kind which may be suffered or incurred by any of them and all actions or proceedings which may be brought by or against any of them in connection with the provision of the services under this Client Agreement and/ or and/or as a result of any default by the Client in the performance of its obligations under this Client Agreement (including without limitation to the generality of the foregoing, any costs and expenses incurred or actions or proceedings brought as a result of the Client failing to maintain sufficient Securities or cash in the Account) and/or the enforcement of the Terms and Conditions unless due to the gross negligence or wilful default of KGI Asia, its market information providers, any other person appointed by it or their respective officers or employees. 22.9 If KGI Asia receives or recovers any amount in respect of an obligation owed by the Client in a currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, the Client shall indemnify and hold KGI Asia harmless from and against any cost (including costs of conversion) and loss suffered or incurred by KGI Asia as a result of receiving such amount in a currency other than the currency in which it was due. 22.10 Any losses or liabilities of any kind which may be suffered or incurred by the Client in the course of any trading based on any Securities or funds which are legally due to be but not yet credited into its Account shall solely be borne by the Client, and KGI Asia shall have no liability in relation thereto. 22.11 So far as the applicable Market Requirements permit, KGI Asia shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any custodial agent or any person, firm or company through or with whom Transactions are effected for the Account. 22.12 The entirety of this Clause 22 shall survive the termination of this Client Agreement.

LIABILITIES AND INDEMNITY. 22.1 Save where required by any applicable law or regulation otherwise, in holding or receiving Securities or any other assets or property for the Client or providing any service to the Client under this Client Agreement, neither KGI Asia nor any nominee or agent of KGI Asia shall be acting as trustee for the Client or any other person and KGI Asia shall have no trust or other obligation in respect of any defect in ownership or title of the same. 22.2 Without prejudice to Clause 8.18 8.17 of this Part A of the Client Agreement, KGI Asia does not guarantee gains or profitability to the Client, and shall not be liable for the management of or any loss or diminution in the value of any Securities or other financial products of a relevant Transaction. 22.3 KGI Asia is under no duty to examine or verify the validity of the ownership of or title to any Securities and shall not be liable in respect of any defect in such ownership or title. 22.4 Where applicable, the Client shall be liable for any taxes or duties payable or to be withheld on or in respect of any Securities or other financial products or in connection with any Transactions in accordance with the maximum withholding tax rate or any other withholding tax rate as determined by KGI Asia from time to time and none of KGI Asia, any of its agents, nominees or delegates, nor any of its market information providers shall be liable for any of the foregoing. In the event that KGI Asia becomes aware or determines that any taxes or duties (or any part thereof) payable or in respect of any income, proceeds, interest or distribution which has/have already been credited to the Account shall have been withheld or paid, KGI Asia shall be authorized to collect from the Client and the Client shall agree to pay to KGI Asia such taxes or duties (or any part thereof). 22.5 It is the Client’s sole responsibility to handle and/or fulfill any local, overseas or worldwide tax issues, liabilities and/or obligations under all applicable Market Requirements (including, without limitation, tax reporting, filing relevant tax return(s), paying any applicable tax and dealing with any application for tax reclaim arrangement) arising from or in connection with trading, holding, disposing of or otherwise dealing with Securities or investments via KGI Asia. The Client must seek independent professional advice from its own tax advisors to determine its tax position, liabilities and obligations in relation to the relevant Securities or investments. KGI Asia assumes no responsibility for advising on or handling such tax issues, liabilities and/or obligations nor will KGI Asia provide any service or assistance in this regard. In particular, the Client agrees and accepts that, unless otherwise specified by KGI Asia, in no circumstances will KGI Asia or any of its nominees, custodians and/or agents be under any obligation or responsibility to apply for, or assist in the application for, any tax reclaim arrangement that may be available to the Client. The Client agrees and accepts that neither KGI Asia nor its nominees, custodians and/or agents shall be held liable for the loss of tax reclaim arrangement or any other losses, damages, costs and/or expenses incurred or suffered by the Client in this regard. Notwithstanding the above but without prejudice to the full force of the foregoing provisions, if KGI Asia so requests at its absolute discretion, the Client shall provide information and complete, sign and file any relevant tax forms, certificates or documents which KGI Asia or any of its nominees, custodians and/or agents is or may be required by any tax or other relevant authority of any applicable jurisdiction to submit in respect of the Client in connection with any investment or Transaction made on behalf of the Client pursuant to the Terms and Conditions. The Client agrees to cooperate fully with KGI Asia, its nominees, custodians and/or agents and provide the necessary information and assistance to them or any of them for such purposes. 22.6 Without prejudice to Clause 8.18 8.17 of this Part A of the Client Agreement, KGI Asia shall not be liable for any Loss which may be suffered or incurred by the Client as a result of the provision of services by KGI Asia in accordance with an Instruction or in any other case unless due to the gross negligence or wilful default of KGI Asia or any other person appointed by it or their respective officers or employees. 22.7 Without prejudice to Clause 8.18 8.17 and Clause 22.6 of this Part A of the Client Agreement and to the fullest extent permitted by the Market Requirements, KGI Asia shall not be considered in breach of this Client Agreement if there is, and shall not be liable or have responsibility of any kind for, any Loss, cost or damage suffered or incurred by the Client as a result of any total or partial failure, interruption or delay in the performance of KGI Asia’s duties and obligations in respect of the services under this Client Agreement occasioned by any act of God, fire, act of government, state, governmental or supranational body or authority or any investment exchange and/or clearing house or system, war, terrorist or military or threatened terrorist or military action, civil commotion, failure of any communication or computer system, loss, destruction or malfunction of computers, computer systems or data, unavailability of any energy source, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond KGI Asia’s control, including without limitation, any change in law, any disruption to or suspension of trading in any relevant markets or any unusual market conditions. 22.8 The Client shall indemnify KGI Asia, its market information providers, any other person appointed by it and their respective officers and employees against all claims, liabilities, damages, Loss, costs and expenses of any kind which may be suffered or incurred by any of them and all actions or proceedings which may be brought by or against any of them in connection with the provision of the services under this Client Agreement and/ or and/or as a result of any default by the Client in the performance of its obligations under this Client Agreement (including without limitation to the generality of the foregoing, any costs and expenses incurred or actions or proceedings brought as a result of the Client failing to maintain sufficient Securities or cash in the Account) and/or the enforcement of the Terms and Conditions unless due to the gross negligence or wilful default of KGI Asia, its market information providers, any other person appointed by it or their respective officers or employees. 22.9 If KGI Asia receives or recovers any amount in respect of an obligation owed by the Client in a currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, the Client shall indemnify and hold KGI Asia harmless from and against any cost (including costs of conversion) and loss suffered or incurred by KGI Asia as a result of receiving such amount in a currency other than the currency in which it was due. 22.10 Any losses or liabilities of any kind which may be suffered or incurred by the Client in the course of any trading based on any Securities or funds which are legally due to be but not yet credited into its Account shall solely be borne by the Client, and KGI Asia shall have no liability in relation thereto. 22.11 So far as the applicable Market Requirements permit, KGI Asia shall in no event be liable for any Loss of the Client or anything whatsoever which may be suffered or incurred as a result of any default, insolvency, act or omission of any custodial agent or any person, firm or company through or with whom Transactions are effected for the Account. 22.12 The entirety of this Clause 22 shall survive the termination of this Client Agreement.