SEC Filings

F-6
WNS (HOLDINGS) LTD filed this Form F-6 on 07/19/2006
Entire Document
 
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and (subject to Section 7.10) the withdrawal of Deposited Securities, until
payment in full of such tax, charge, penalty or interest is received. Every
Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the
Custodian, and each of their respective agents, officers, directors, employees
and Affiliates for, and to hold each of them harmless from, any claims with
respect to taxes (including applicable interest and penalties thereon) arising
from any tax benefit obtained for such Holder and/or Beneficial Owner. The
obligations of Holders and Beneficial Owners of Receipts under this Section 3.2
shall survive any transfer of Receipts, any surrender of Receipts and withdrawal
of Deposited Securities, or the termination of this Deposit Agreement.

     SECTION 3.3 Representations and Warranties on Deposit of Shares. Each
person depositing Shares under this Deposit Agreement shall be deemed thereby to
represent and warrant that (i) such Shares and the certificates therefor are
duly authorized, validly issued, fully paid, non-assessable and were legally
obtained by such person, (ii) all preemptive (and similar) rights, if any, with
respect to such Shares have been validly waived or exercised, (iii) the person
making such deposit is duly authorized so to do, (iv) the Shares presented for
deposit are free and clear of any lien, encumbrance, security interest, charge,
mortgage or adverse claim, and are not, and the American Depositary Shares
issuable upon such deposit will not be, Restricted Securities and (v) the Shares
presented for deposit have not been stripped of any rights or entitlements. Such
representations and warranties shall survive the deposit and withdrawal of
Shares, the issuance and cancellation of American Depositary Shares in respect
thereof and the transfer of such American Depositary Shares. If any such
representations or warranties are false in any way, the Company and the
Depositary shall be authorized, at the cost and expense of the person depositing
Shares, to take any and all actions necessary to correct the consequences
thereof.

     SECTION 3.4 Compliance with Information Requests. Notwithstanding any other
provision of this Deposit Agreement, the Memorandum and Articles of Association
of the Company and applicable law, each Holder and Beneficial Owner agrees to
(a) provide such information as the Company or the Depositary may request
pursuant to law (including, without limitation, relevant Jersey law, any
applicable law of the United States, the Memorandum and Articles of Association
of the Company, any resolutions of the Company's Board of Directors adopted
pursuant to such Memorandum and Articles of Association, the requirements of any
markets or exchanges upon which the Shares, ADSs or Receipts are listed or
traded, or to any requirements of any electronic book-entry system by which the
ADSs or Receipts may be transferred, and (b) be bound by and subject to
applicable provisions of the laws of Jersey, the Memorandum and Articles of
Association of the Company and the requirements of any markets or exchanges upon
which the ADSs, Receipts or Shares are listed or traded, or pursuant to any
requirements of any electronic book-entry system by which the ADSs, Receipts or
Shares may be transferred, to the same extent as if such Holder and Beneficial
Owner held Shares directly, in each case irrespective of whether or not they are
Holders or Beneficial Owners at the time such request is made. The Depositary
agrees to use its reasonable efforts to forward upon the request of the Company,
and at the Company's expense, any such request from the Company to the Holders
and to forward to the Company any such responses to such requests received by
the Depositary.

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