Common use of APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT Clause in Contracts

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managers, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Shareholder Agreement

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APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, after consultation with the consent of the Lead Managers, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, Agreement and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent (acting on the instructions of the Company) shall provide a list of documents required for the opening of operate the Escrow Demat Account and undertakes to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account (acting on the instructions of the Company) with a Depository Participant within one (1) Working Day from the date of this Agreement Date but in any event three (3) Working Days prior to the Deposit Date. Provided that, filing of the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 belowRed Xxxxxxx Prospectus. Immediately upon on the opening of the Escrow Demat Account, the Share Escrow Agent shall inform each of the Company and Company, the Selling Shareholders (with a copy to and the BRLMs) Lead Managers by a notice in writing, writing confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall Schedule IV. Such written notice may be operated strictly in the manner set out in this Agreement and sent in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with Section 10.1 of this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by that each of the Share Escrow Agent to ensure relevant recipients receives it on the same day of opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) Account. All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall will be shared amongst the Company and the Selling Shareholders, borne in accordance with the Offer Agreement and Applicable Law. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement. . 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsLaw. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Law and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company and the Selling Shareholders (in proportion of its respective Sold Shares), in accordance with the Offer Agreement. It is hereby clarified that the Registrar to the Offer or Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.4 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account (acting on the instructions of the Company) in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to do all such acts and deeds as may be reasonably requested the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.5 The rights and obligations of each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, after consultation with the consent of the Lead Managers, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, Agreement and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent (acting on the instructions of the Company) shall provide a list of documents required for the opening of operate the Escrow Demat Account and undertakes to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account (acting on the instructions of the Company) with a Depository Participant within one (1) Working Day from the date of this Agreement Date but in any event three (3) Working Days prior to the Deposit Date. Provided that, filing of the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 belowRed Xxxxxxx Prospectus. Immediately upon on the opening of the Escrow Demat Account, the Share Escrow Agent shall inform each of the Company and Company, the Selling Shareholders (with a copy to and the BRLMs) Lead Managers by a notice in writing, writing confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall Schedule V. Such written notice may be operated strictly in the manner set out in this Agreement and sent in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with Section 10.1 of this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by that each of the Share Escrow Agent to ensure relevant recipients receives it on the same day of opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) Account. All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall will be shared amongst the Company and the Selling Shareholders, borne in accordance with the Offer Agreement and Applicable Law. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement. . 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsLaw. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Law and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company and the Selling Shareholders (in proportion of its respective Sold Shares), in accordance with the Offer Agreement. It is hereby clarified that the Registrar to the Offer or Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.4 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account (acting on the instructions of the Company) in accordance with this Agreement and Applicable Law. The Selling Shareholders, severally and not jointly, agree to do all such acts and deeds as may be reasonably requested the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, in consultation with the consent of the Book Running Lead Managers, hereby appoint Link Intime India Private Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents to be provided by the Company and each of the Selling Shareholders required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open ensure opening of the Escrow Demat Account within with the Depository Participant no later than one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement Agreement. 2.2. Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation each to the Company, the respective Selling Shareholders, and the Lead Managers confirming the opening of the Escrow Demat Account in the form set forth in Schedule A on the same day as the opening of the Escrow Demat Account. Such written intimation shall be sent in accordance with Applicable LawClause 10.1, such that it is received on the same day on which the Escrow Demat Account is opened. 2.3. All costs, fees and expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed to the Company by the Selling Shareholders in accordance with the Offer Agreement in proportion to their respective Final Sold Shares. 2.4. The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to ensure operating of the Escrow Demat Account and ensure operation of such Escrow Demat Account open and operate the Escrow Demat Account strictly in accordance with this Agreement and Applicable Law. Each of the Selling Shareholders, severally and not jointly, consent to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.5. The It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders agree to extend pay such support as required under Applicable Law or reasonably requested expenses is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation other Selling Shareholder. None of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement Selling Shareholders shall be shared amongst responsible for the obligations, actions or omissions of either the other Selling Shareholder or the Company and the Selling Shareholders, in accordance with the Offer under this Agreement. Any service fee charged by The rights and obligations of each of the Share Escrow Agent for services provided Parties under this Agreement will be inclusive are several (and not joint or joint and several) and none of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statementsParties shall be responsible or liable, within such time and manner as prescribed under the GST under the Applicable Lawsdirectly or indirectly, and will take all steps to ensure that the Company for any acts or the Selling Shareholders, as the case may be, receives the benefit omissions of any credit of GST paid to the Share Escrow Agentother Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and each of the Selling Shareholders, with the consent of the Lead Managers, severally and not jointly hereby appoint Link Intime India Private KFin Technologies Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private KFin Technologies Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening and operating of the Escrow Demat Account with the Depository Participant to the Company and each of the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account within one (1) Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, that the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for each of the Selling Shareholders to to, severally and not jointly, comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, each of the Selling Shareholders (with a copy to and the BRLMs) BRLMs by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Such written intimation shall be sent in accordance with Clause 10.1 hereof such that each of the Selling Shareholders, the Company and the BRLMs receive it on the same day of opening of the Escrow Demat Account. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Each of the Selling Shareholders agree agrees, severally and not jointly, to extend such support only to the extent of its respective portion of the Offered Shares, as required under Applicable Law or may be reasonably requested by the Company to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.2 The rights and obligations of each of the Parties under this Share Escrow Agreement (iiunless expressly otherwise set out under this Agreement) and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any obligations, acts or omissions of any other Party. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay the applicable expenses in the manner set out in the Offer Agreement is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholder. The rights, obligations, warranties, covenants and undertakings of the Selling Shareholders under this Agreement are several and not joint. No Selling Shareholder shall be responsible for the obligations, actions or omissions of any of the other Selling Shareholders, the Share Escrow Agent or the Company, as the case may be, under this Agreement and the obligations of each of the Selling Shareholders under this Agreement shall be limited to the extent of its respective portion of the Offered Shares. 2.3 All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. It is hereby clarified that the Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares deposited in the Escrow Demat Account in accordance with Clause 3.1, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.4 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST Laws of India. The Company and the Selling Shareholders (in accordance with the Offer Agreement) will make payments to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST Laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws of India and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Selling Shareholders (with a copy to the BRLMsManagers and the Registrar to the Company) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Schedule C, such written intimation shall be sent in accordance with Clause 10.1 below, such that it is received on the same day the respective Escrow Demat Account is opened. The Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.1 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.2 The Company and each of the Selling Shareholders, hereby confirm and agree to do, severally and not jointly, all acts and deeds as may be necessary to empower the Share Escrow Agent to operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.3 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders, in accordance with the Offer Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company Selling Shareholder and the Selling Shareholders, with the consent of the Lead Managers, Corporation hereby appoint Link Intime India Private Limited the Registrar to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth hereinin this Agreement. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to and confirm the Deposit Date. Provided that, details of the Share Escrow Agent shall ensure that the opening of such Escrow Demat Account is opened to the other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement Agreement. 2.2. On opening of the Escrow Demat Account, the Share Escrow Agent shall send a written intimation to the Selling Shareholder and the Corporation, along with a copy to the BRLMs confirming the opening of the Escrow Demat Account in the form set forth in Schedule A. 2.3. All expenses with respect to opening, maintaining and operating the Escrow Demat Account shall be paid to the Share Escrow Agent in accordance with Applicable Lawthe letter of engagement dated September 2, 2021 issued by the Department of Investment and Public Asset Management, Ministry of Finance, Government of India. 2.4. The Company Corporation hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree Shareholder agrees to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Corporation to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company Promoter Selling Shareholder and the Selling Shareholders, with the consent of the Lead Managers, Company hereby appoint Link Intime India Private Limited the Registrar to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth hereinin this Agreement. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to and confirm the Deposit Date. Provided that, details of the Share Escrow Agent shall ensure that the opening of such Escrow Demat Account is opened to the other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement Agreement. 2.2 On opening of the Escrow Demat Account, the Share Escrow Agent shall send a written intimation to the Promoter Selling Shareholder and the Company, along with a copy to the BRLMs confirming the opening of the Escrow Demat Account in the form set forth in Schedule A. Such written intimation shall be sent in accordance with Applicable Law. Clause 10.1, such that it is received on the day the Escrow Demat Account is opened. 2.3 All expenses with respect to opening, maintaining and operating the Escrow Demat Account shall be paid to the Share Escrow Agent in accordance with the terms and conditions detailed in the request for proposal dated May 15, 2023 issued by the Department of Investment and Public Asset Management, Ministry of Finance, Government of India on behalf of the Promoter Selling Shareholder. 2.4 The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Promoter Selling Shareholders agree Shareholder agrees to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Company to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managers, Shareholders hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and share escrow agent under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent , and shall open the Escrow Demat Account by the name of LIIPL BLUE JET HEALTHCARE OFS ESCROW DEMAT ACCOUNT with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) and no later than the same day as the opening of the Escrow Demat Account by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. The Company and the Selling Shareholders (in relation to their respective portion of Final Offered Shares), severally not jointly, hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) Except where indicated otherwise, the rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. (iii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholderspaid, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) ‌ 2.1. The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account by the name of “LIIPL UNICOMMERCE ESOLUTIONS OFS ESCROW DEMAT ACCOUNT” within one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. 2.2. The Company and Immediately, on opening of the Selling Shareholders hereby confirm and agree to do all acts and deeds Escrow Demat Account as may be necessary to enable required under Clause 2.1, the Share Escrow Agent shall send a written intimation to open the Company, the respective Selling Shareholders, and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by BRLMs confirming the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in the form set forth in Schedule A. Such written intimation shall be sent in accordance with this Agreement and Applicable Law. (ii) All costsClause 10.1, fees, and expenses with respect to opening, maintaining and operating such that it is received on the day the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreementis opened. 2.3. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Law and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.4. Subject to Clause 2.3 above, all expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company, on behalf of the Selling Shareholders and the Selling Shareholders shall reimburse the Company in proportion to their respective Final Sold Shares and in accordance with the Offer Agreement and the Cash Escrow and Sponsor Bank Agreement. 2.5. The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agrees to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.6. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholders. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholder or the Company under this Agreement. The rights and obligations of each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, severally and not jointly, in consultation with the consent of the Lead Managers, Managers hereby appoint Link Intime India KFin Technologies Limited (formerly known as KFin Technologies Private Limited Limited) to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India KFin Technologies Limited (formerly known as KFin Technologies Private Limited Limited) hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account in the name of “Zaggle Prepaid Ocean Services Limited” with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company Company, and the Selling Shareholders (with a copy to the BRLMsLead Managers) and no later than the same day as the opening of the Escrow Demat Account, by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Schedule C. The Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST Goods and Services Tax (“GST”) under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 The Company hereby confirms and agrees to do all acts and deeds as may be reasonably necessary to empower the Share Escrow Agent to operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. Each Selling Shareholder agrees, severally and not jointly, to extend such support, only to the extent of its respective portion of the Offered Shares, reasonably requested by the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.4 Subject to Clause 2.2, all costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders (in proportion of its respective Sold Shares), in accordance with the Offer Agreement. It is hereby clarified that the Registrar to the Offer or Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, severally and not jointly, in consultation with the consent of the Lead ManagersBRLMs, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents to be provided by the Company and the Selling Shareholders required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open ensure opening of the Escrow Demat Account within with the Depository Participant no later than one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days event, prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement Agreement. 2.2. Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to the Company, the Selling Shareholders, and the BRLMs confirming the opening of the Escrow Demat Account in the form set forth in Schedule A on the same day as the opening of the Escrow Demat Account. Such written intimation shall be sent in accordance with Applicable LawClause 10.1, such that it is received on the same day on which the Escrow Demat Account is opened. 2.3. The All costs, fees and expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be borne by the Company on behalf of the Selling Shareholders, and the Selling Shareholders agree that they shall, severally and not jointly, reimburse the Company in proportion to their respective portion of the Offered Shares in accordance with Clause 18.1 of the Offer Agreement. 2.4. The Company hereby confirm confirms and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to ensure operating of the Escrow Demat Account and ensure operation of such Escrow Demat Account and open and operate the Escrow Demat Account strictly in accordance with this Agreement and Applicable Law. The Selling Shareholders, consent to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement2.5. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer applicable Governmental Authority and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.6. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholders. 2.7. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholders or the Company under this Agreement. The rights and obligations of each of the Parties and the representations, warranties, undertakings and covenants provided by each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and each of the Selling Shareholders, severally and not jointly, in consultation with the consent of the Lead ManagersBRLMs, hereby appoint Link Intime India Private Limited to act as the share escrow agent (“Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. . 2.2 The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account by the name of ‘LIIPL INTERARCH BUILDING OFS ESCROW DEMAT ACCOUNT’ with the Depository Participant within one (1) Working Day from the date of this Agreement Agreement, but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time Date for the Selling Shareholders to comply with Clause clause 3.1 below. Immediately upon of this Agreement and confirm the details of the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the such Escrow Demat Account and the details thereof, to other Parties in a form as set out in Annexure D. accordance with Clause 2.4. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.3 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives receive the benefit of any credit of GST paid to the Share Escrow Agent. 2.4 Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to each of the Selling Shareholders and the Company (with a copy to the BRLMs) confirming the opening of the Escrow Demat Account in the form set forth in Schedule 2.5 Subject to Clause 2.3 above, all costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be shared among the Company and Selling Shareholders in accordance with the Offer Agreement. It is hereby clarified that Share Escrow Agent shall not have any recourse to any of the Selling Shareholder or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.6 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. Each of the Selling Shareholders agree, severally and not jointly, to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.7 It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses in the manner set out in the Offer Agreement, is independent and several and any non- payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the remaining Selling Shareholders. Each of the Selling Shareholders shall not be responsible for the obligations, actions, or omissions of either the remaining Selling Shareholders or the Company under this Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, in consultation with the consent of the Lead ManagersBRLM, hereby appoint Link Intime India Private Kfin Technologies Limited to act as the share escrow agent (“Share Escrow Agent and Agent”) under this Agreement to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Kfin Technologies Limited hereby accepts such appointment on the terms and conditions set forth herein. . 2.2 The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall Agreement and open the Escrow Demat Account by the name of ‘DEEPAK BUILDERS AND ENGINEERS INDIA LIMITED OFS ESCROW ACCOUNT’ with the Depository Participant within one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.4. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.3 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives receive the benefit of any credit of GST paid to the Share Escrow Agent. 2.4 Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to the Selling Shareholders and the Company (with a copy to the BRLM) confirming the opening of the Escrow Demat Account in the form set forth in Schedule B. Such written intimation shall be sent in accordance with Clause 10.1, such that it is received on the day the Escrow Demat Account is opened. 2.5 Subject to Clause 2.3 above, all costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be paid in accordance with the Offer Agreement. It is hereby clarified that the Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.6 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders, severally and not jointly, agree to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.7 It is clarified, for the avoidance of doubt, that the obligation of the each of the Selling Shareholders to pay such expenses in the manner set out in the Offer Agreement, is independent and several and the none of the Parties shall be responsible for the obligations, actions, or omissions of any other Party under this Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managers, Shareholders hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one two Working Day Days from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMsLead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open open, maintain and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree hereby confirm and agree, severally and not jointly, to extend such reasonable support as required under Applicable Law or only to the extent of its respective portion of the Offered Shares, reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open, maintain and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) Except where indicated otherwise, the rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. (iii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. (iv) In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue (“Minimum Subscription”) will be issued prior to the sale of Equity Shares in the Offer for Sale, provided that post satisfaction of the Minimum Subscription, Equity Shares will be Allotted under the Offer for Sale in proportion to the Offered Shares being offered by the Selling Shareholders. For avoidance of doubt, it is hereby clarified that balance Equity Shares of the Fresh Issue (i. e., 10% of the Fresh Issue) will be offered only once the entire portion of the Offered Shares is Allotted in the Offer. (v) Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST laws of India. The Company and the Selling Shareholders (in accordance with the Offer Agreement) will make payments to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Lawslaws of India, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling ShareholdersShareholders hereby, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India KFin Technologies Private Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required from the Company and each of the Selling Shareholders for the purpose of opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this the Agreement. The Share Escrow Agent shall open ensure opening of the Escrow Demat Account within with the Depository Participant no later than one (1) Working Day from the date of this Agreement but and, in any event event, at least three (3) Working Days prior to the Deposit DateDate and confirm the details of the opening of such Escrow Demat Account to other Parties in accordance with Clause 2.2. Provided thatThe Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement. 2.2. Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall ensure that send a written intimation to the Escrow Demat Account is opened in time for Company, each of the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat AccountShareholders, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writingBook Running Lead Managers, confirming the opening of the Escrow Demat Account and in the details thereofform set forth in Schedule A. Such written intimation shall be sent in accordance with Clause 10.1, in a form as set out in Annexure D. The such that it is received on the same day on which the Escrow Demat Account shall be operated strictly is opened. 2.3. All expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the manner set out in terms of this Agreement will be borne by the Company and each of the Selling Shareholders in proportion to its respective Offered Shares and in accordance with Applicable Lawthe Offer Agreement. It is further clarified that all payments shall be made first by the Company and consequently each of the Selling Shareholders severally and not jointly shall reimburse the Company for its respective proportion of Offer related expenses upon the successful completion of the Offer. 2.4. The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account strictly in accordance with this Agreement and Applicable Law. Each of the Selling Shareholders agrees, severally and not jointly, to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.5. The It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested pay the applicable expenses in the manner set out in the Offer Agreement, is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation other Selling Shareholder. None of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement Selling Shareholders shall be shared amongst responsible for the obligations, actions or omissions of either the other Selling Shareholder or the Company and the Selling Shareholders, in accordance with the Offer under this Agreement. Any service fee charged by The rights and obligations of each of the Share Escrow Agent for services provided Parties under this Agreement will be inclusive are several (and not joint or joint and several) and none of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statementsParties shall be responsible or liable, within such time and manner as prescribed under the GST under the Applicable Lawsdirectly or indirectly, and will take all steps to ensure that the Company for any acts or the Selling Shareholders, as the case may be, receives the benefit omissions of any credit of GST paid to the Share Escrow Agentother Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, severally and not jointly, in consultation with the consent of the Lead ManagersBRLMs, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one (1) Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform each of the Company and Company, the Selling Shareholders (with a copy to and the BRLMs) BRLMs by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereofAccount, in a form as set out in Annexure D. The Escrow Demat Account Schedule B. Such written confirmation shall be operated strictly in the manner set out in this Agreement and sent in accordance with Applicable Law. The Company and Section 10.1 of this Agreement, such that it is received on the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate day that the Escrow Demat Account in accordance with this Agreement and Applicable Lawis opened. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst borne by the Company on behalf of the Selling Shareholders and reimbursed to the Company by the Selling Shareholders, in accordance with the manner agreed in Section 14 of the Offer Agreement. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement. 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer applicable Governmental Authority and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Promoter Selling ShareholdersShareholder, as the case may be, receives receive the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 Subject to Clause 2.4, all costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders (in proportion of its respective Sold Shares), in accordance with the Offer Agreement. It is hereby clarified that the Registrar to the Offer or Share Escrow Agent shall not have any recourse to the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.4 The Company and the Selling Shareholders, severally and not jointly, hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and each of the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account within immediately and in no event later than one (1) Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon on the opening of the Escrow Demat Account, the Share Escrow Agent shall inform send a written intimation to each of the Selling Shareholders, the Book Running Lead Managers and the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereofAccount, in a form as set out in Annexure D. Schedule C. Such written intimation shall be sent through any mode as provided under this Agreement such that it is received on the same day the Escrow Demat Account is opened. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. Agreement. 2.2 The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Each of the Selling Shareholders agree agrees, severally and not jointly, to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Company and be necessary to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) 2.3 All costs, fees, fees and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall will be shared amongst borne by the Company on behalf of the Selling Shareholders and upon the successful completion of the Offer, the Promoter Selling Shareholders and the Promoter Group Selling ShareholdersShareholder agree that they shall, severally and not jointly, reimburse the Company, on a pro-rata basis, in proportion to their respective proportion of the Offered Shares, sold and transferred pursuant to the Offer, for any expenses incurred by the Company, in accordance with the Offer Agreement and the Cost Reimbursement Agreement. Any service fee charged by It is hereby clarified that the Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow AgentOffer.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, in consultation with the consent of the Book Running Lead Managers, Manager hereby appoint Link Intime India Private Limited to act as the escrow agent (Share Escrow Agent and Agent) under this Agreement, to open and operate the Escrow Demat Account under this Agreementin connection with the Offer, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one 1 Working Day from the date of this Agreement but Execution Date and in any event three (3) Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties and the Book Running Lead Manager in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2 of this Agreement. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. 2.2. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure Immediately, on opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to the Company, each of the Selling Shareholders, and the Book Running Lead Manager confirming the opening of the Escrow Demat Account and the details thereof in the form set forth in Annexure II. Such written intimation shall be sent in accordance with this Agreement and Applicable LawClause 10.1, such that it is received on the same day the Escrow Demat Account is opened. (ii) 2.3. All costscost, feesfees and, and expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company, on behalf of the Selling Shareholders and each of the Selling Shareholders shall be shared amongst reimburse the Company in proportion to its respective Offered Shares and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the and other Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. The Book Running Lead Manager shall not be liable, in any manner whatsoever, for any applicable tax and duties, including GST, payable to the concerned Government Authority and for the filing of the periodic returns / statements, within such time and manner as prescribed under the Applicable Laws. 2.4. The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. Each of the Selling Shareholders agrees, severally and not jointly, to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.5. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay the applicable expenses in the manner set out in the Offer Agreement, is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholders. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholders or the Company under this Agreement. The rights and obligations of each of the Parties under this Agreement (unless expressly otherwise set out under this Agreement in respect of any joint and several obligations) are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, in consultation with the consent of the Lead ManagersBRLMs, hereby appoint Link Intime India Private Limited to act as the share escrow agent (“Share Escrow Agent and Agent”) under this Agreement to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. . 2.2 The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall Agreement and open the Escrow Demat Account by the name of ‘LIIPL EMCURE PHARMACEUTICALS OFS ESCROW DEMAT ACCOUNT’ with the Depository Participant within one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.4. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.3 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives receive the benefit of any credit of GST paid to the Share Escrow Agent. 2.4 Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to the Selling Shareholders and the Company (with a copy to the BRLMs) confirming the opening of the Escrow Demat Account in the form set forth in Schedule B. Such written intimation shall be sent in accordance with Clause 10.1, such that it is received on the day the Escrow Demat Account is opened. 2.5 Subject to Clause 2.3 above, all costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be paid in accordance with the Offer Agreement. It is hereby clarified that the Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. 2.6 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders, severally and not jointly, agree to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.7 It is clarified, for the avoidance of doubt, that the obligation of the each of the Selling Shareholders to pay such expenses in the manner set out in the Offer Agreement, is independent and several and the none of the Parties shall be responsible for the obligations, actions, or omissions of any other Party under this Agreement. Furthermore, it is clarified that the liability of the Investor Selling Shareholder for interest (if any), expenses and fees shall be in a manner as set out in the Offer Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private KFin Technologies Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list open the Escrow Demat Account within two (2) Working Days from the date of documents required for this Agreement and in any event prior to the Deposit Date and confirm the details of the opening of such Escrow Demat Account to other Parties in accordance with Clause 2.2. 2.2. Immediately, on opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided thatas required under Clause 2.1, the Share Escrow Agent shall ensure that send a written intimation to the Escrow Demat Account is opened in time for Company, the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat AccountShareholders, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, BRLMs confirming the opening of the Escrow Demat Account and in the details thereofform set forth in Schedule A. Such written intimation shall be sent in accordance with Clause 10.1, in a form as set out in Annexure D. The such that it is received on the day the Escrow Demat Account shall be operated strictly is opened. 2.3. All expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the manner set out in terms of this Agreement will be borne by the Company, on behalf of the Selling Shareholders and the Selling Shareholders shall reimburse the Company in proportion to their respective Offered Shares and in accordance with Applicable Lawthe Offer Agreement. 2.4. The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Company to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs2.5. It is clarified, feesfor the avoidance of doubt, that the rights and expenses with respect to opening, maintaining and operating obligations of each of the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided Parties under this Agreement will be inclusive are several (and not joint, or joint and several) and none of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statementsParties shall be responsible or liable, within such time and manner as prescribed under the GST under the Applicable Lawsdirectly or indirectly, and will take all steps to ensure that the Company for any acts or the Selling Shareholders, as the case may be, receives the benefit omissions of any credit of GST paid to the Share Escrow Agentother Party.

Appears in 1 contract

Samples: Shareholder Agreements

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, with the consent of the Lead Managers, Shareholders hereby appoint Link Intime India Private Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and . Link Intime India Private Limited hereby xxxxxx accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days event, prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives receive the benefit of any credit of GST paid to the Share Escrow Agent. 2.2. Immediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall send a written intimation to the Company, each of the Selling Shareholders, and the BRLM confirming the opening of the Escrow Demat Account in the form set forth in Schedule 2.3. All expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company and each of the Selling Shareholders in proportion to its respective Offered Shares, in accordance with the Offer Agreement. 2.4. The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. Each of the Selling Shareholders agrees, severally and not jointly, to do all such acts and deeds as may be reasonably requested by the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.5. It is clarified, for the avoidance of doubt, that any non-payment of applicable expenses by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholder. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholders or the Company under this Agreement. The rights and obligations of each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

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APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company Bank and the Selling Shareholders, with the consent of the Lead Managers, Shareholders severally and not jointly hereby appoint Link Intime India KFin Technologies Limited (formerly known as KFin Technologies Private Limited Limited), to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India KFin Technologies Limited (formerly known as KFin Technologies Private Limited Limited) hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company Bank and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, that the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for each of the Selling Shareholders to to, severally and not jointly, comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company Bank, and each of the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. C. Such written intimation shall be sent in accordance with Clause 10.1, such that it is received on the same day the Escrow Demat Account is opened. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement Agreement. (ii) The Bank hereby confirms and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary reasonably required to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree hereby confirm and agree, severally and not jointly, to extend such reasonable support as required under Applicable Law or only to the extent of its respective portion of the Final Offered Shares, reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (iiiii) The rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay the applicable expenses in the manner set out in the Offer Agreement, is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholder. No Selling Shareholder shall be responsible for the obligations, actions or omissions of any of the other Selling Shareholders or the Bank under this Agreement. (iv) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. . (v) Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST laws of India. The Bank and the Selling Shareholders (in accordance with the Offer Agreement) will make payments to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Lawslaws of India, and will take all steps to ensure that the Company Bank or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private KFin Technologies Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private KFin Technologies Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Selling Shareholders (with a copy to the BRLMsLead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Schedule C, such written intimation shall be sent in accordance with Clause 10.1 below, such that it is received on the same day the respective Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Lawis opened. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate shall ensure that the Escrow Demat Account is opened in accordance time for the Selling Shareholder to comply with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawClause 3.1 below. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.1 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.2 The Company and each of the Selling Shareholders, hereby confirm and agree to do, severally and not jointly, all acts and deeds as may be necessary to empower the Share Escrow Agent to operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.3 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders, in accordance with the Offer Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Selling Shareholders (with a copy to the BRLMsLead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Schedule C. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate shall ensure that the Escrow Demat Account is opened in accordance time for the Selling Shareholder to comply with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawClause 3.1 below. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 The Company and each of the Selling Shareholders, hereby confirm and agree to do, severally and not jointly, all acts and deeds as may be necessary to empower the Share Escrow Agent to operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.4 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders, in accordance with the Offer Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Promoter Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Promoter Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Promoter Selling Shareholders (with a copy to the BRLMsManagers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Schedule C, such written intimation shall be sent in accordance with Clause 10.1 below, such that it is received on the same day the respective Escrow Demat Account is opened. The Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Promoter Selling Shareholders to comply with Clause 3.1 below. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.1 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Promoter Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.2 The Company and each of the Promoter Selling Shareholders, hereby confirm and agree to do, severally and not jointly, all acts and deeds as may be necessary to empower the Share Escrow Agent to operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. 2.3 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Promoter Selling Shareholders and reimbursed by the Promoter Selling Shareholders, in accordance with the Offer Agreement.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required from Company and each of the Selling Shareholders for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Selling Shareholders (with a copy to the BRLMsLead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Schedule C, such written intimation shall be sent in accordance with Clause 10.1 below, such that it is received on the same day the respective Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Lawis opened. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate shall ensure that the Escrow Demat Account is opened in accordance with this Agreement and Applicable Law. The time for the Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance comply with this Agreement and Applicable LawClause 3.1 below. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.1 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.2 All costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company on behalf of the Selling Shareholders and reimbursed by the Selling Shareholders, in proportion of their respective portion of the Offered Shares and in accordance with the Offer Agreement. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses is independent and several and any non-payment by either of the Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholders. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholder or the Company under this Agreement. The rights and obligations of each of the Parties under this Agreement, unless expressly otherwise set out under this Agreement in respect of any joint and several obligations, are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. 2.3 The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agrees to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managers, Shareholders hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one two Working Day Days from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMsLead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open open, maintain and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree hereby confirm and agree, severally and not jointly, to extend such support as required under Applicable Law or reasonable support, reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open, maintain and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) Except where indicated otherwise, the rights and obligations of each of the Parties under this Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. (iii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. . (iv) In the event of under-subscription in the Offer, (i) all the Equity Shares offered as a part of the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale; and (ii) once Equity Shares have been Allotted in accordance with (i) above all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by each Selling Shareholder to the aggregate Offered Shares in the Offer for Sale). (v) Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST laws of India. The Company and the Selling Shareholders (in accordance with the Offer Agreement) will make payments to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST laws of India. The Share Escrow Agent will pay the applicable GST to the Government government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Lawslaws of India, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, in consultation with the consent of the Lead ManagersBRLMs, hereby appoint Link Intime India Private KFin Technologies Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents to be provided by the Company and each of the Selling Shareholders required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open ensure opening of the Escrow Demat Account within with the Depository Participant no later than one (1) Working Day from the date of this Agreement but and in any event three (3) event, at least 2 Working Days prior to the Deposit Date. Provided that, Date and confirm the Share Escrow Agent shall ensure that details of the opening of such Escrow Demat Account is opened to other Parties in time for the Selling Shareholders to comply accordance with Clause 3.1 below2.2. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement and in accordance with Applicable LawAgreement. 2.2. The Company and Immediately, on opening of the Selling Shareholders hereby confirm and agree to do all acts and deeds Escrow Demat Account as may be necessary to enable required under Clause 2.1, the Share Escrow Agent shall send a written intimation each to open the Company, the respective Selling Shareholders, and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by BRLMs confirming the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in the form set forth in Schedule A on the same day as the opening of the Escrow Demat Account and in any event, at least two (2) Working Days prior to the Deposit Date. Such written intimation shall be sent in accordance with this Agreement and Applicable LawClause 10.1, such that it is received on the same day on which the Escrow Demat Account is opened. (ii) 2.3. All costs, fees, fees and expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst among the Company and each of the Selling Shareholders, on pro rata basis, in proportion to the number of Equity Shares issued and Allotted by the Company through the Fresh Issue and the Offered Shares transferred by each of the Selling Shareholders through the Offer for Sale in accordance with Clause 18 of the Offer Agreement. It is further clarified that all payments shall be made first by the Company and that each of the Selling Shareholders shall reimburse the Company for their respective proportion of the expenses upon the successful completion of the Offer. Provided that, in the event any Selling Shareholder withdraws or abandons the Offer at any stage prior to the completion of Offer, it shall reimburse to the Company all costs, charges, fees and expenses incurred in connection with the Offer on a proportionate basis, up to the date of such withdrawal, abandonment or termination with respect to such Selling Shareholder in a reasonable manner as may be mutually agreed between the Company and the Selling ShareholdersShareholder. Subject to Applicable Law, in the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, the Selling Shareholders shall not be liable to reimburse any expenses incurred by the Company in relation to the Offer. It is further clarified that the Share Escrow Agent shall not have any recourse to any of the Selling Shareholders or the Offered Shares deposited in the Escrow Demat Account in accordance with Clause 3.1, for any amounts due and payable in respect of their services under this Agreement or the Offer AgreementOffer. 2.4. The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to ensure operating of the Escrow Demat Account and ensure operation of such Escrow Demat Account and open and operate the Escrow Demat Account strictly in accordance with this Agreement and Applicable Laws. Each of the Selling Shareholders, severally and not jointly, consent to do all such acts and deeds as may be reasonably requested by the Company to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Laws. 2.5. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer applicable Governmental Authority and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.6. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses is independent and several and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholder. None of the Selling Shareholders shall be responsible for the obligations, actions or omissions of either the other Selling Shareholders or the Company under this Agreement. The rights and obligations of each of the Parties and the representations, warranties, undertakings and covenants provided by each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and each of the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private KFin Technologies Limited to act as the Share Escrow Agent and share escrow agent under this Agreement, to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private KFin Technologies Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent , and shall open the Escrow Demat Account by the name of “Jupiter Life Line Hospitals Limited” with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) and no later than the same day as the opening of the Escrow Demat Account, by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. Schedule C. The Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 2.3 below. The Escrow Demat Account shall at all times be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 The Company and each of the Selling Shareholders, hereby confirm and agree to do, severally and not jointly, all acts and deeds as may be necessary for the Share Escrow Agent to open, maintain and operate the Escrow Demat Account in accordance with this Agreement and Applicable Laws. 2.4 Subject to 2.2 above, all costs, fees and expenses with respect to maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement will be borne by the Company and the Selling Shareholders, in accordance with the Offer Agreement in proportion to their respective Sold Shares. It is clarified, for the avoidance of doubt, that the obligation of each of the Selling Shareholders to pay such expenses is independent and several, and any non-payment by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholders.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private KFIN Technologies Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide to the Company and the Selling Shareholders, a list of documents to be provided by the Company and the Selling Shareholders, respectively, which are required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one two (2) Working Day Days from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit DateDate and confirm the details of the opening of such Escrow Demat Account to other Parties in accordance with Clause 2.2. 2.2. Provided thatImmediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall ensure that send a written intimation to the Escrow Demat Account is opened in time for Company, the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat AccountShareholders, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, BRLMs confirming the opening of the Escrow Demat Account and in the details thereofform set forth in Schedule A. Such written intimation shall be sent in accordance with Clause 10.1, in a form as set out in Annexure D. The such that it is received on the day the Escrow Demat Account shall be operated strictly in is opened. 2.3. All expenses with respect to the manner set out in this Agreement opening, maintaining and operating the Escrow Demat Account in accordance with Applicable Law. The Company the terms of this Agreement will be borne by the Company, on behalf of the Selling Shareholders, and the Selling Shareholders shall reimburse the Company in accordance with the Offer Agreement. It is clarified, for the avoidance of doubt, that any non-payment of applicable expenses by one Selling Shareholder shall not affect the services to be provided by the Share Escrow Agent to the other Selling Shareholder. 2.4. The Company hereby confirm confirms and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Company in accordance with the requirements of Applicable Law to enable the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement2.5. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer applicable Governmental Authority and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.6. It is clarified, for the avoidance of doubt, that the rights and obligations of each of the Parties under this Agreement are several (and not joint or joint and several) and the representations, warranties, undertakings and covenants provided by each of the Parties under this Agreement are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for the information, obligations, representations, warranties or any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling ShareholdersShareholder, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required to be provided by the Company for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open ensure opening of the Escrow Demat Account by the name of “LIIPL Afcons Infrastructure OFS Escrow Demat Account” with the Depository Participant within one (1) Working Day from the date of this Agreement but in any event at least three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform each of the Company Company, the Selling Shareholder and the Selling Shareholders (with a copy to the BRLMs) BRLMs by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereofAccount, in a form as set out in Annexure D. Schedule B. Such written confirmation shall be sent in accordance with Section 10.1 of this Agreement, such that it is received on the day that the Escrow Demat Account is opened. All expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be borne by the Company on behalf of the Selling Shareholder and reimbursed to the Company by the Selling Shareholder, in the manner agreed in Section 14 of the Offer Agreement. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement. 2.2 Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable goods and in accordance with services tax (“GST”) under the Applicable LawLaws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns/ statements, within such time and manner as prescribed under the Applicable Laws and will take all steps to ensure that the Company or the Selling Shareholder, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.3 The Company and the Selling Shareholders Shareholder, severally and not jointly, hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Promoter Selling ShareholdersShareholder, with the consent of the Lead ManagersManager, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Promoter Selling Shareholders Shareholder immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Promoter Selling Shareholders Shareholder to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and the Promoter Selling Shareholders Shareholder (with a copy to the BRLMsLead Manager) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Promoter Selling Shareholders Shareholder hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Promoter Selling Shareholders agree Shareholder agrees to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) The rights and obligations of each of the Parties under this Share Escrow Agreement (unless expressly otherwise set out under this Agreement) and the representations, warranties, undertakings, indemnities and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any obligations, acts or omissions of any other Party. It is clarified, for the avoidance of doubt, that the obligation of the Promoter Selling Shareholder to pay the applicable expenses in the manner set out in the Offer Agreement is independent and several. The obligations of the Promoter Selling Shareholder under this Agreement shall be limited to the extent of its Offered Shares. (iii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Promoter Selling ShareholdersShareholder, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST Laws of India. The Company and the Promoter Selling Shareholder will make payments to the Share Escrow Agent (in accordance with the Offer Agreement) towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST Laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws of India and will take all steps to ensure that the Company or the Promoter Selling ShareholdersShareholder, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) The Company and the Selling Shareholders, with the consent of the Lead Managers, Shareholders hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and to open and operate the Escrow Demat Account under this Agreement, and Link Intime India Private Limited hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon the execution of this Agreement. The Share Escrow Agent Agreement and shall open the Escrow Demat Account with the Depository Participant within one Working Day from the date of this Agreement but in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 belowAgreement. Immediately upon the opening of the Escrow Demat Account, the Share Escrow Agent shall inform the Company and Company, the Selling Shareholders (with a copy to the BRLMsManagers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a form as set out in Annexure D. C. Such written intimation shall be sent in accordance with Clause 10.1, such that it is received on the day the Escrow Demat Account is opened. The Escrow Demat Account shall be operated strictly in the manner set out in this Agreement and in accordance with Applicable Law. The Company and the Selling Shareholders hereby confirm and agree to do all acts and deeds as may be necessary to enable the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend such support as required under Applicable Law or reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of the Escrow Demat Account in accordance with this Agreement and Applicable LawAgreement. (ii) The rights and obligations of each of the Parties under this Share Escrow Agreement and the representations, warranties, undertakings and covenants provided by each of the Parties are several (and not joint or joint and several) and none of the Parties shall be responsible or liable, directly or indirectly, for any acts or omissions of any other Party. (iii) All costs, fees, and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst among the Company and the Selling Shareholders, in accordance with Clause 20 of the Offer Agreement read with Clause 7 of the Syndicate Agreement. . (iv) Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable LawsGST Laws of India. The Company or the Selling Shareholders will make payment to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST Laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable LawsLaws of India, and will take all steps to ensure that the Company or the Selling Shareholders, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. (v) The Company hereby confirms and agrees to do all acts and deeds as may be necessary to empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. Each Selling Shareholder agrees, severally and not jointly, to extend such support, only to the extent of its respective portion of the Offered Shares, reasonably requested by the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1. The Company and the Selling Shareholders, with the consent of the Lead Managersseverally and not jointly, hereby appoint Link Intime India Private Limited to act as the escrow agent (the “Share Escrow Agent and Agent”) under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited the Share Escrow Agent hereby accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders immediately upon execution of this Agreement. The Share Escrow Agent shall open the Escrow Demat Account within one two (2) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit DateDate and confirm the details of the opening of such Escrow Demat Account to other Parties in accordance with Clause 2.2. 2.2. Provided thatImmediately, on opening of the Escrow Demat Account as required under Clause 2.1, the Share Escrow Agent shall ensure that send a written intimation to the Escrow Demat Account is opened in time for Company, the Selling Shareholders to comply with Clause 3.1 below. Immediately upon the opening of the Escrow Demat AccountShareholder, the Share Escrow Agent shall inform the Company and the Selling Shareholders (with a copy to the BRLMs) by a notice in writing, BRLMs confirming the opening of the Escrow Demat Account and in the details thereofform set forth in Schedule A. Such written intimation shall be sent in accordance with Clause 10.1, in a form as set out in Annexure D. The such that it is received on the day the Escrow Demat Account shall be operated strictly is opened. 2.3. All expenses with respect to the opening, maintaining and operating the Escrow Demat Account in accordance with the manner set out in terms of this Agreement will be borne by the Company, on behalf of the Selling Shareholder and the Selling Shareholder shall reimburse the Company in proportion to their respective Offered Shares and in accordance with Applicable Lawthe Offer Agreement. 2.4. The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree to extend do all such support acts and deeds as required under Applicable Law or may be reasonably requested by the Company to empower the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) All costs2.5. It is clarified, feesfor the avoidance of doubt, that the rights and expenses with respect to opening, maintaining and operating obligations of each of the Escrow Demat Account in accordance with the terms of this Agreement shall be shared amongst the Company and the Selling Shareholders, in accordance with the Offer Agreement. Any service fee charged by the Share Escrow Agent for services provided Parties under this Agreement will be inclusive are several (and not joint or joint and several) and the representations, warranties, undertakings and covenants provided by each of the applicable GST Parties under this Agreement are several (and not joint or joint and several) and none of the Applicable Laws. The Share Escrow Agent will pay Parties shall be responsible or liable, directly or indirectly, for the applicable GST to the Government exchequer and file periodic returns / statementsinformation, within such time and manner as prescribed under the GST under the Applicable Lawsobligations, and will take all steps to ensure that the Company representations, warranties or the Selling Shareholders, as the case may be, receives the benefit any acts or omissions of any credit of GST paid to the Share Escrow Agentother Party.

Appears in 1 contract

Samples: Share Escrow Agreement

APPOINTMENT OF THE SHARE ESCROW AGENT AND ESTABLISHMENT OF ESCROW DEMAT ACCOUNT. (i) 2.1 The Company and the Selling Shareholders, with the consent of the Lead ManagersShareholder, hereby appoint Link Intime India Private Limited to act as the Share Escrow Agent and under this Agreement, to open and operate the Escrow Demat Account under this AgreementAccount, and Link Intime India Private Limited hereby xxxxxx accepts such appointment on the terms and conditions set forth herein. The Share Escrow Agent shall provide a list of documents required for the opening of the Escrow Demat Account to the Company and the Selling Shareholders Shareholder immediately upon execution of this Agreement. The Share Escrow Agent Agreement and shall open ensure opening of the Escrow Demat Account within by the name of "LIIPL POPULAR VECHICLES AND SERVICES OFS ESCROW DEMAT ACCOUNT" with the Depository Participant immediately and in no event later than one (1) Working Day from the date of this Agreement but and in any event three (3) Working Days prior to the Deposit Date. Provided that, the Share Escrow Agent shall ensure that the Escrow Demat Account is opened in time for the Selling Shareholders to comply with Clause 3.1 below. Immediately upon on the opening of the Escrow Demat Account, the Share Escrow Agent shall inform send a written intimation to the Company and Company, the Selling Shareholders Shareholder (with a copy to the BRLMsBook Running Lead Managers) by a notice in writing, confirming the opening of the Escrow Demat Account and the details thereof, in a the form as set out in Annexure D. Schedule C. Such written intimation shall be sent through any mode as provided under Clause 10.1 of this Agreement such that it is received on the day the Escrow Demat Account is opened. The Escrow Demat Account shall be operated at all times strictly in the manner set out in this Agreement and in accordance with Applicable Law. Agreement. 2.2 The Company hereby confirms and the Selling Shareholders hereby confirm and agree agrees to do all acts and deeds as may be necessary to enable empower the Share Escrow Agent to open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. The Selling Shareholders agree Shareholder agrees, to extend such support as required under Applicable Law or and perform all such acts and deeds, only to the extent of its portion of the Offered Shares, reasonably requested by the Share Escrow Agent to ensure opening the Escrow Demat Account and/or ensure operation of open and operate the Escrow Demat Account in accordance with this Agreement and Applicable Law. (ii) 2.3 All costs, fees, fees and expenses with respect to opening, maintaining and operating the Escrow Demat Account in accordance with the terms of this Agreement shall will be shared amongst borne by the Company on behalf of the Selling Shareholder and the Selling ShareholdersShareholder shall reimburse the Company in relation to the Offered Shares, in accordance with the Offer Agreement. It is hereby clarified that the Share Escrow Agent shall not have any recourse to the Selling Shareholder or the Final Offered Shares placed in the Escrow Demat Account, for any amounts due and payable in respect of their services under this Agreement or the Offer. Any service fee charged by the Share Escrow Agent for services provided under this Agreement will be inclusive of the applicable GST under the Applicable Laws. The Company and the Selling Shareholder (in the manner set out in the Offer Agreement) will make payment to the Share Escrow Agent towards service fee charged along with applicable GST only against GST compliant invoices, electronic or otherwise, as applicable, which are issued by the Share Escrow Agent within such time and manner as prescribed under the GST Laws of India. The Share Escrow Agent will pay the applicable GST to the Government exchequer applicable government authority and file periodic returns / statements, within such time and manner as prescribed under the GST under the Applicable Laws, Laws and will take all steps to ensure that the Company or the Selling ShareholdersShareholder, as the case may be, receives the benefit of any credit of GST paid to the Share Escrow Agent. 2.4 The rights, obligations, representations, warranties, covenants, undertakings and indemnities of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and neither joint nor joint and several, and none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Party.

Appears in 1 contract

Samples: Share Escrow Agreement

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