Common use of Liability and Obligations Clause in Contracts

Liability and Obligations. Holders acknowledge that the Depositary shall not incur any liability to any Holder or to any other person for any Losses suffered or incurred by such Holder or other person arising out of or in connection with the performance or non-performance of the Depositary’s obligations or duties arising under any provisions of the Deposit Agreement, or otherwise, except to the extent that such Losses directly result from its the Depositary’s gross negligence or wilful misconduct, in which case the maximum liability of the Depositary to all Holders, when combined with the maximum liability of the Depositary to the Client, shall not exceed the amounts paid hereunder by Client to Computershare as fees and charges, but not including reimbursable expenses, during the twelve months immediately preceding the event, act or omission for which recovery from Computershare is being sought. Except to the extent expressly provided in the preceding sentence, by holding a Depositary Receipt Holders agree and acknowledge that (i) the Holders release the Depositary from any and all liability in connection with or arising out of the Deposit Agreement or the transactions contemplated hereby and (ii) the Holders agree that they will not under any circumstance make any claim, bring any action or commence any legal proceedings against the Depositary under, or in connection with, the Deposit Agreement. The Depositary shall not incur any liability as a result of any act or omission to act on the part of any Custodian unless the Custodian has committed fraud or wilful misconduct in the provision of custodian services to the Depositary. Subject to the provisions of the Deposit Agreement, the Depositary and its agents shall not incur any liability to any Holder, the Company, or to any other person if, by reason of: