Common use of Prevention or Delay in Performance by the Depositary or the Company Clause in Contracts

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner if, by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Company’s Articles of Association or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which the terms of this Deposit Agreement or Deposited Securities provide shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement provide 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 Company’s Articles of Association or provisions of or governing the Deposited Securities, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners of ADSs, or for any consequential or punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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 affiliates shall Affiliates will be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability liable to any Owner Holder or Beneficial Owner if, other persons if by reason of any provision of any present or future law or regulation of the United States States, Germany or any other country, or of any other governmental or regulatory authority or stock exchange, exchange or by reason of any provision, present or future, of the Company’s Articles of Association or similar document of the CompanyAssociation, or by reason of any provision of any securities issued or distributed by the Company, including Deposited Securities, or any offering or distribution thereof, or by reason of any act of God God, terrorism or war or terrorism or other circumstances circumstance beyond its controlcontrol (including, without 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, or Affiliates shall be prevented, delayed 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 or the Deposited Securities provide it is provided shall be done or performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or affiliates Affiliates incur any liability to any Owner or Beneficial Owner of any Receipt Holder by reason of any 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 provide 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 in under this Deposit Agreement or in Agreement, the Company’s Articles of Association or provisions of or governing the 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 Owner, any Beneficial Owner 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 an Owner or Beneficial Owner 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 Owners Holders of ADSsAmerican Depositary Shares, or for any consequential special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. Where, by the terms of a distribution pursuant to Section 4.1, 4.2, 4.3, or 4.4 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.5, 4.10 or 5.9 of the Deposit Agreement or in the Company’s Articles of Association, or for any other reason, such distribution or offering may not be made available to Holders, 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 make such distribution or offering, and shall allow any such rights, if applicable, to lapse. The Depositary, its controlling personsEach 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 controlling persons Affiliates and its agents agents, may rely and shall be protected in acting upon any written notice, request 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 Agreement 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.

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 affiliates controlling persons (as defined under the Securities Act of 1933) shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifliability, if by reason of any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, The Republic of France or any other country, or of any governmental or regulatory authority or stock exchangeexchange or market or automated quotation system, or by reason of any provision, present or future, of the Company’s Articles of Association or similar document statuts of the Company, Company or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereofDeposited Securities, or by reason of any act of God or war or terrorism terrorism, nationalization or other circumstances beyond its 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, delayed 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 or Deposited Securities provide it is provided shall be done or performedperformed (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 affiliates controlling persons (as defined under the Securities Act of 1933) incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Company’s Articles ADRs. Where, by the terms of Association or provisions of or governing the Deposited Securitiesa distribution pursuant to Sections 4.01, for any action or inaction 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 thereof4.02, or any other person believed by it in good faith 4.03 of this Deposit Agreement, or an offering or distribution pursuant to be competent Section 4.04 of this Deposit Agreement, or pursuant to give Section 4.13, such advice distribution or information, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which offering is not made available to holders of Deposited Securities but is notcertain Owners, under 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, made available to Owners of ADSs, or for any consequential or punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law or regulation of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or other circumstances beyond its control, or (b) in the case of the Depositary only, (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, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities provide it is provided shall be done or performed; performed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04) nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Charter of the Company’s Articles of Association or provisions of or governing the Deposited Securities. Where, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, made available or an offering or distribution pursuant to Owners Section 4.04 of ADSsthe Deposit Agreement, or for any consequential other reason, the Depositary is prevented or punitive damages for any breach prohibited from making such distribution or offering available to Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the terms of this Deposit Agreement. The net proceeds available to such Owners, then the Depositary, its controlling personsafter consultation with the Company to the extent practicable, its agentsshall not make such distribution or offering, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law or regulation of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or other circumstances beyond its control, or (b) in the case of the Depositary only, (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, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities provide it is provided shall be done or performedperformed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Charter of the Company’s Articles . Where, by the terms of Association or provisions of or governing the Deposited Securitiesa distribution pursuant to Sections 4.01, for any action or inaction 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 thereof4.02, or any other person believed by it in good faith to be competent to give such advice or information, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms 4.03 of this Deposit Agreement, made available or an offering or distribution pursuant to Owners Section 4.04 of ADSsthis Deposit Agreement, or for any consequential other reason, the Depositary is prevented or punitive damages for any breach prohibited from making such distribution or offering available to Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the terms of this Deposit Agreement. The net proceeds available to such Owners, then the Depositary, its controlling persons, its agents, any Custodian and after consultation with the Company, its controlling persons and its agents may rely shall not make such distribution or offering, and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law or regulation of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or other circumstances beyond its control, or (b) in the case of the Depositary only, (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(b) any provision, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iiic) any provision of any securities issued or distributed by the Company, or any offering or distribution thereofthereof or (d) in the case of the Depositary only, any act or failure to act of the Company or its agents, or by reason of any act of God their respective directors, employees, agents or war or terrorism or other circumstances beyond its controlaffiliates, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities provide it is provided shall be done or performedperformed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Company’s Articles of Association or provisions of or governing the Deposited SecuritiesAgreement. Where, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this a distribution pursuant to Section 4.01, 4.02, or 4.03 of the Deposit Agreement, made available or an offering or distribution pursuant to Owners Section 4.04 of ADSsthe Deposit Agreement, or for any consequential other reason, such distribution or punitive damages for any breach of the terms of this Deposit Agreement. The Depositaryoffering may not be made available to Owners, its controlling persons, its agents, any Custodian and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability liable to any Owner or Beneficial Owner ifof ADSs, or to any other person, if by reason of (a) any provision of any present or future law or regulation of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, ; any act or by reason failure to act of the Russian Central Securities Depository or DTC; any provision, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities; or any act of God or war or other circumstances beyond its control, or by reason (b) in the case of the Depositary only, any act or failure to act of the Russian Share Registrar, the Company or its agents, or their respective directors, employees, agents or affiliates, or (c) any provision of any securities issued or distributed by the Company, or in connection with any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty (and accordingly acts so as not to be subject thereto) on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities provide it is provided shall be done or performedperformed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or nor any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt ADS by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Agreement. Where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or in the Company’s Articles of Association 4.03, or provisions of an offering or governing the Deposited Securitiesdistribution pursuant to Section 4.04, or for any action other reason, the Depositary is prevented or inaction in reliance upon the advice of prohibited from making such distribution or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, any Beneficial Owner or authorized representative thereofoffering available to Owners, or 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 make such distribution or offering, and shall allow any other person believed by it in good faith rights, if applicable, to lapse, and neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be competent liable to give such advice or information, for the inability by an any Owner or Beneficial Owner of ADSs or to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners of ADSs, or for any consequential or punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesperson therefor.

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 affiliates shall Affiliates will be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability liable to any Owner Holder or Beneficial Owner if, other persons if by reason of any provision of any present or future law or regulation of the United States States, Switzerland or any other country, or of any other governmental or regulatory authority or stock exchange, exchange or by reason of any provision, present or future, of the Company’s Articles of Association or similar document Statutes and Organizational Regulations of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances circumstance beyond its control, the Depositary or the Company or any of their respective controlling persons, directors, employees, agents, or Affiliates shall be prevented, delayed 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 or the Deposited Securities provide it is provided shall be done or performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or affiliates Affiliates incur any liability to any Owner or Beneficial Owner of any Receipt Holder by reason of any 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 provide 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 in under this Deposit Agreement, the Statutes and Organizational Regulations of the Company or provisions of or governing Deposited Securities. Where, by the terms of a distribution pursuant to Section 4.2, 4.3, or 4.4 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.5, 4.9 or 5.9 of this Deposit Agreement or in the Statutes and Organizational Regulations of the Company’s Articles of Association or provisions of or governing the Deposited Securities, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners of ADSs, or for any consequential other reason, such distribution or punitive damages for any breach offering may not be made available to Holders, or some of the terms of this Deposit Agreement. The Depositarythem, its controlling persons, its agents, any Custodian and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticesuch rights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates Affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law law, rule, regulation, fiat, order or regulation decree of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchangeexchange or market or automated quotation system, the provisions of or governing Deposited Securities, or by reason of any act of God, war, terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions and computer failure), or (b) in the case of the Depositary only, (i) any act or failure to act of the Company, its agents, the Russian Share Registrar, or any of their respective directors, officers, employees, agents or Affiliates, (ii) any provision, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed 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 or the Deposited Securities provide it is provided shall or may be done or performed; performed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04) nor shall the Depositary or the Company or any of their respective directors, officers, employees, agents or affiliates Affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Charter of the Company’s Articles of Association or provisions of or governing the Deposited Securities. Where, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, made available or an offering or distribution pursuant to Owners Section 4.04 of ADSsthe Deposit Agreement, or for any consequential other reason, the Depositary is prevented or punitive damages for any breach prohibited from making such distribution or offering available to Owners, and the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the terms of this Deposit Agreement. The net proceeds available to such Owners, then the Depositary, its controlling personsafter consultation with the Company to the extent practicable, its agentsshall not make such distribution or offering, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company Company, nor any of their respective controlling persons, directors, employees, agents agents, attorneys-in-fact or affiliates Affiliates, shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner, Beneficial Owner or Beneficial Owner any other person in respect of any Receipt if, by reason of any provision of any present or future law or regulation of the United States, the United Mexican States or any other country, or of any other governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, provision of the Company’s Articles of Association or similar document of the CompanyBylaws, or by reason of any provision provisions of any securities issued or distributed by the CompanyCompany or the CPO Trustee, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances circumstance beyond its control, the Depositary Depositary, the Company or the Company CompanyCPO Trustee or any of their respective directors, employees, agents, attorneys-in-fact or Affiliates shall be 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 provide it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents agents, attorneys-in-fact or affiliates Affiliates incur any liability to any Owner or Beneficial Owner of any a Receipt (i) by reason of any nonperformance non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide it is provided shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company’s Articles of Association or provisions of or governing the Deposited Securities, for any action or inaction 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 thereofAgreement, or any other person believed by it in good faith to be competent to give such advice or information, (iii) for the inability by an of any Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners of ADSsor Beneficial Owners, or (iv) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. The DepositaryWhere, its controlling personsby the terms of a distribution pursuant to Sections 4.01, its agents4.02 or 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit Agreement, or for any Custodian other reason outside the control of the Depositary after use of reasonable efforts, such distribution or offering may not be made available to Owners, and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law or regulation of the United States States, the Russian Federation or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or other circumstances beyond its control, or (b) in the case of the Depositary only, (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, present or future, of the Company’s Articles of Association or similar document Charter of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities provide it is provided shall be done or performedperformed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Company’s Articles of Association or provisions of or governing the Deposited SecuritiesAgreement. Where, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, made available or an offering or distribution pursuant to Owners Section 4.04 of ADSsthe Deposit Agreement, or for any consequential other reason, such distribution or punitive damages for any breach of the terms of this Deposit Agreement. The Depositaryoffering may not be made available to Owners, its controlling persons, its agents, any Custodian and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall Affiliates will be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability liable to any Owner Holder or Beneficial Owner if, other persons if by reason of any provision of any present or future law or regulation of the United States States, Germany or any other country, or of any other governmental or regulatory authority or stock exchange, exchange or by reason of any provision, present or future, of the Company’s Articles of Association or similar document of the CompanyAssociation, or by reason of any provision of any securities issued or distributed by the Company, including Deposited Securities, or any offering or distribution thereof, or by reason of any act of God God, terrorism or war or terrorism or other circumstances circumstance beyond its controlcontrol (including, without 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, or Affiliates shall be prevented, delayed 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 or the Deposited Securities provide it is provided shall be done or performed; nor shall will the Depositary or the Company or any of their respective controlling persons, directors, employees, agents or affiliates Affiliates incur any liability to any Owner or Beneficial Owner of any Receipt Holder by reason of any 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 provide 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 in under this Deposit Agreement or in Agreement, the Company’s Articles of Association or provisions of or governing the 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 Owner, any Beneficial Owner 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 an Owner or Beneficial Owner 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 Owners Holders of ADSsAmerican Depositary Shares, or for any consequential special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise. Where, by the terms of a distribution pursuant to Section 4.1, 4.2, 4.3, or 4.4 of this Deposit Agreement. The Depositary, its controlling personsor an offering or distribution pursuant to Section 4.5, its agents4.10 or 5.9 of this Deposit Agreement or in the Company’s Articles of Association, or for any Custodian other reason, such distribution or offering may not be made available to Holders, or some of them, and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Holders and make the net proceeds available to such Holders, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticesuch rights, request or other document believed if applicable, to lapse. No disclaimer of liability under the Securities Act is intended by it to be genuine and to have been signed or presented by the proper party or partiesany provision of this Deposit Agreement.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Owner or Beneficial Owner ifof any Receipt, if by reason of (a) any provision of any present or future law or regulation of the United States States, Cyprus or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control, or (b) in the case of the Depositary only, (i) any act or failure to act of the Company or its agents, including the Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision, present or future, of the Company’s Articles of Association or similar document Corporate Documents of the CompanyCompany or any other instrument of the Company governing the Deposited Securities, or by reason of (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed 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 or Deposited Securities provide it is provided shall be done or performedperformed (including, in the case of the Depositary, delivery of any Deposited Securities or distribution of cash or property in respect thereof pursuant to Sections 4.01 through 4.04); nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of (i) any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide it is provided shall or may be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Company’s Articles of Association or provisions of or governing the Deposited SecuritiesAgreement, for any action or inaction 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, (iii) for the inability by an of any Owner or Beneficial Owner 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 Owners of ADSsor holders, or (iv) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. The DepositaryWhere, its controlling personsby the terms of a distribution pursuant to Sections 4.01, its agents4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any Custodian other reason, such distribution or offering may not be made available to Owners, and the CompanyDepositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, its controlling persons and its agents may rely then the Depositary shall not make such distribution or offering, and shall be protected in acting upon allow any written noticerights, request or other document believed by it if applicable, to be genuine and to have been signed or presented by the proper party or partieslapse.

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 affiliates shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or incur any liability to any Holder, Beneficial Owner or Beneficial Owner ifother person, if by reason of any provision of any present or future law or regulation of the United States States, the Republic of India or any other countrycountry or jurisdiction, or of any other governmental or regulatory authority or stock exchange, or by reason of any act of God, terrorism or war or other circumstances beyond its control, or, in the case of the Depositary, by reason of any provision, present or future, of the Company’s 's Memorandum or Articles of Association or similar document of the CompanyAssociation, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be or any of their respective directors, employees, agents or affiliates is prevented, delayed or forbidden from, or be is 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 or the Deposited Securities provide it is provided shall be done or performed; performed nor shall the Depositary or Depositary, the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Holder, Beneficial Owner or Beneficial Owner of any Receipt other person by reason of any nonperformance or delay, caused as by any of the aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement provide 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 Company's Memorandum or Articles of Association including, without limitation, any loss occasioned by sale of Shares. Where, by the terms of a distribution pursuant to Section 4.02, 4.03, 4.04 or 4.06 of this Agreement, a distribution in connection with an event described in Section 4.10 of this Agreement, or an offering or distribution pursuant to Section 4.05 of this Agreement, or because of applicable law, such distribution or offering may not be made available to Holders, 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 may, without liability to Holders and Beneficial Owners, make no such distribution or offering, and may allow any rights, if applicable, to lapse. The Depositary and the Company shall have no liability for any exercise of, or failure to exercise, any discretion provided for in this Agreement or in the Company’s Memorandum or Articles of Association of the Company or provisions of or governing the Deposited Securities, for any action or inaction 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, for the inability by an Owner or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners of ADSs, or for any consequential or punitive damages for any breach of the terms of this Deposit Agreement. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.