SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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commencement of any indemnifiable action or claim promptly after such
Indemnified Person becomes aware of such commencement (provided that the failure
to make such notification shall not affect such Indemnified Person's rights to
indemnification except to the extent the Indemnifying Person is materially
prejudiced by such failure) and shall consult in good faith with the
Indemnifying Person as to the conduct of the defense of such action or claim
that may give rise to an indemnity hereunder, which defense shall be reasonable
under the circumstances. No Indemnified Person shall compromise or settle any
action or claim that may give rise to an indemnity hereunder without the consent
of the Indemnifying Person, which consent shall not be unreasonably withheld.

     The obligations set forth in this Section shall survive the termination of
this Deposit Agreement and the succession or substitution of any party hereto.

     SECTION 5.9 Fees and Charges of Depositary. The Company, the Holders, the
Beneficial Owners, and persons depositing Shares or surrendering ADSs for
cancellation and withdrawal of Deposited Securities shall be required to pay to
the Depositary the Depositary's fees and related charges identified as payable
by them respectively as provided for under Article 9 of the Form of Receipt
attached hereto as Exhibits A and B; provided, however, that no fees shall be
payable upon distribution of cash dividends so long as the charging of such fee
is prohibited by the exchange, if any, upon which the ADSs are listed. All fees
and charges so payable may, at any time and from time to time, be changed by
agreement between the Depositary and the Company, but, in the case of fees and
charges payable by Holders and Beneficial Owners, only in the manner
contemplated in Section 6.1. The Depositary shall provide, without charge, a
copy of its latest fee schedule to anyone upon request.

     The Depositary and the Company may reach separate agreement in relation to
the payment of any additional remuneration to the Depositary in respect of any
exceptional duties which the Depositary finds necessary or desirable and agreed
by both parties in the performance of its obligations hereunder and in respect
of the actual costs and expenses of the Depositary in respect of any notices
required to be given to the Holders in accordance with Article 20 of the Form of
Receipt attached hereto as Exhibits A and B.

     In connection with any payment by the Company to the Depositary:

     (i)  all fees, taxes, duties, charges, costs and expenses which are payable
          by the Company shall be paid or be procured to be paid by the Company
          (and any such amounts which are paid by the Depositary shall be
          reimbursed to the Depositary by the Company upon demand therefor); and

     (ii) such payment shall be subject to all necessary Jersey exchange control
          and other consents and approvals having been obtained. The Company
          undertakes to use its reasonable endeavors to obtain all necessary
          approvals that are required to be obtained by it in this connection.

     The Company agrees to promptly pay to the Depositary such other fees,
charges and expenses and to reimburse the Depositary for such out-of-pocket
expenses as the Depositary and the Company may agree to in writing from time to
time. Responsibility for payment of such

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