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

Prevention or Delay in Performance by the Depositary or the Issuer. Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall: (a) incur any liability to any Owner or Holder (i) if any present or future law, rule, regulation, fiat, order or decree of the United States, Israel or any other country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Issuer’s Memorandum or Articles of Association, any act of God, war, terrorism or other circumstance beyond its control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with any act which this Deposit Agreement or a Receipt provides shall be done or performed by it or them (including, without limitation, voting pursuant to Section 4.08 hereof), or (ii) by reason of any exercise or failure to exercise any discretion given it in this Deposit Agreement or a Receipt (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume any obligation or be subject to any liability under this Deposit Agreement or any Receipt to any Owner or Holder except to perform its obligations to the extent they are specifically set forth in this Deposit Agreement or any Receipt without gross negligence, bad faith or willful misconduct; (c) in the case of the Depositary and its agents, be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, American Depositary Shares or any Receipt; (d) in the case of the Issuer and its agents hereunder be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, American Depositary Shares or any Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Holder, or any other person believed by it to be competent to give such advice or information. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of this Deposit Agreement, or for any other reason, such distribution or offering may not be made available to 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 make such distribution or offering, and shall allow any rights, if applicable, to lapse.

Prevention or Delay in Performance by the Depositary or the Issuer. Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall: (a) shall incur any liability to any Owner or Holder (i) 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, Israel Turkey or any other country, or of any governmental or regulatory authority or stock exchange, including NASDAQ, or by reason of any securities exchange provision, present or market future, of the Articles of the Issuer or automated quotation system, the provisions of or governing any Deposited Securities, or by reason of any present or future provision of any securities issued or distributed by the Issuer’s Memorandum , or Articles any offering or distribution thereof, or by reason of Association, any act of God, war, terrorism God or war or other circumstance circumstances beyond its control control, including any delay by the Depositary or the Custodian in paying the net proceeds of any dividend paid by the Issuer to the holders of Shares, which delay arises as a result of a delay in receiving such dividends from the Issuer or the Custodian and such delay occurs as a result of the method by which such dividends are paid by the Issuer to the holders of Shares, the Depositary or the Issuer or any of their directors, employees, agents or affiliates shall prevent be prevented, delayed or delayforbidden from, or shall cause any of them to be subject to any civil or criminal penalty in connection with on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or a Receipt provides the Deposited Securities it is provided shall be done or performed performed; nor shall the Depositary or the Issuer or any of their respective directors, employees, agents or affiliates 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 them (including, without limitation, voting pursuant to Section 4.08 hereof)may be done or performed, or (ii) by reason of any exercise of, or failure to exercise exercise, any discretion given it provided for in this Deposit Agreement or a Receipt (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable); (b) assume any obligation or be subject to any liability under this Deposit Agreement or any Receipt to any Owner or Holder except to perform its obligations to the extent they are specifically set forth in this Deposit Agreement or any Receipt without gross negligence, bad faith or willful misconduct; (c) in the case Articles of the Depositary and its agents, be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, American Depositary Shares or any Receipt; (d) in the case of the Issuer and its agents hereunder be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, American Depositary Shares or any Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; or (e) be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Holder, or any other person believed by it to be competent to give such advice or informationIssuer. Where, by the terms of a distribution pursuant to Sections 4.14.01, 4.24.02, or 4.3 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.4 4.04 of this Deposit Agreement, because of applicable law, or for any other reason, reason such distribution or offering may not be made available to 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 make such distribution or offering, and shall allow any rights, if applicable, to lapse.