Common use of BINDING EFFECT, ENTIRE UNDERSTANDING Clause in Contracts

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except in relation to fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable with respect thereto. 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of the Company, the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without the prior written consent of the BRLMs.

Appears in 1 contract

Samples: Offer Agreement

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BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 16.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Manager for the Offer or taxes payable with respect theretothereto or exclusivity. 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the 16.2 The Company and the Selling Shareholders shall not Shareholder, jointly and severally, confirm that until the earlier of the (a) commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, or (b) termination of this Agreement, none of the Company, its Affiliates, Promoters, the Directors and the Selling Shareholder have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of the Company, the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without the prior written consent of the BRLMsLead Manager.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the Engagement respective Fee Letter, these the terms and conditions of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. . 18.2 In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Book Running Lead Managers for the Offer or taxes payable with respect thereto. 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. 18.3 The Company and the Selling Shareholders further confirms Shareholders, severally and not jointly, confirm with respect to itself, that until the listing of the Equity Shares, none of the Company, their respective Affiliates, the Directors, or the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares by the Company, or relating to the Offered Shares by the Selling Shareholders, through the Offer, without prior consultation with, and the prior written consent of the BRLMsBook Running Lead Managers.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses payable to the BRLMs contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the respective BRLMs for the Offer or taxes payable with respect thereto. 17.2 From . The Bank and the date of this Agreement Selling Shareholders, severally and not jointly confirm that until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company and the Selling Shareholders further confirms that until the listing of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the CompanyBank, the Selling Shareholders, their respective Affiliates, or any of its Affiliates or Promoters or the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares or Offered Shares (in the case of Selling Shareholders and their respective Affiliates) through the Offer without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 16.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties heretoParties. Except in relation to fees and expenses contained in the Engagement Letter, these These terms and conditions supersede of this Agreement and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any the Fee Letter collectively constitute the entire understanding of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the BRLMs for the Offer or taxes payable with respect thereto. 17.2 16.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company , and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of neither the Company, the Selling ShareholdersShareholders nor any of their respective directors, as applicable, have entered, or any of its Affiliates or Promoters or Directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity the Offered Shares without prior consultation with, and the prior written consent of of, the BRLMs.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto, their successors and permitted assigns. Except Unless otherwise mentioned in this Agreement and except in relation to the fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes any Taxes payable with respect thereto. 17.2 15.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to the performance of their obligations under this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior written consent of the BRLMs, which consent shall not be unreasonably withheld. The Company and the Promoter Selling Shareholders further confirms confirm that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholders, or any of its their respective Affiliates or Promoters or Directors have or directors will not enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these the terms and conditions of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. . 18.2 In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or taxes payable with respect thereto. 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. 18.3 The Company and the Selling Shareholders further confirms Shareholders, severally and not jointly, confirm with respect to itself, that until the listing of the Equity Shares, none of the Company, their respective Affiliates, the Directors, or the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares by the Company or Offered Shares by the Selling Shareholder, through the Offer, subject to Clause 4.10, without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the Engagement respective Fee Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Managers for the Offer or taxes payable with respect thereto. 17.2 From 18.2 The Company and the date of this Agreement Selling Shareholder confirms that until the commencement of trading in of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the Company, its Affiliates, Promoters, the Company Directors and the Selling Shareholders shall not have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of the Company, the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without the prior written consent of the BRLMsLead Managers.

Appears in 1 contract

Samples: Offer Agreement

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BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Managers for the Offer or taxes payable with respect theretothereto or exclusivity. 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the 18.2 The Company and the Selling Shareholders, severally not jointly, confirm that until the earlier of the (a) commencement of trading of the Equity Shares on the Stock Exchanges pursuant to the Offer, or (b) termination of this Agreement, none of the Company, its Affiliates, Promoters, the Directors and the Selling Shareholders shall not have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of the BRLMs. The Company and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of the Company, the Selling Shareholders, or any of its Affiliates or Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without the prior written consent of the BRLMsLead Managers.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 14.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except Unless otherwise mentioned in this Agreement, except in relation to the fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or taxes any Taxes payable with respect thereto. 17.2 14.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholders Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, Offer or this Agreement without the prior consent of the BRLMsManagers. The Company and the Promoter Selling Shareholders Shareholder further confirms confirm that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholdersShareholder, or any of its their respective Affiliates or Promoters or Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 β€Œ 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto, their successors and permitted assigns. Except Unless otherwise mentioned in this Agreement and except in relation to the fees and expenses contained in the Engagement Fee Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or taxes any Taxes payable with respect thereto. 17.2 15.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to the performance of their obligations under this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior written consent of the BRLMsManagers, which consent shall not be unreasonably withheld. The Company and the Selling Shareholders further confirms confirm that until the listing of the Equity Shares, none of the Company, the Selling Shareholders, or any of its their respective Affiliates or Promoters or Directors have or directors will not enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Offered Shares without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties heretoand their respective successors and permitted assigns. Except in relation to the fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or taxes payable with respect thereto. 17.2 15.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Selling Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, without the prior consent of consultation with the BRLMs. The Company , and the Selling Shareholders further confirms that until the listing of the Equity Shares, none of neither the Company, the Selling ShareholdersShareholders nor any of their respective Affiliates, Promoters, Directors, or any of its Affiliates partners have entered, or Promoters or Directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of the Equity Shares without the prior written consent of consultation with the BRLMs.

Appears in 1 contract

Samples: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 17.1 26.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except Unless otherwise mentioned in this Agreement, except in relation to the fees and expenses contained in the Engagement Letter, these terms and conditions supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In case the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided, however, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Underwriters for the Offer or taxes any Taxes payable with respect thereto. 17.2 26.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholders Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer, Offer or this Agreement without the prior consent of the BRLMsUnderwriters. The Company and the Promoter Selling Shareholders Shareholder further confirms confirm that until the listing of the Equity Shares, none of the Company, the any Selling ShareholdersShareholder, or any of its their respective Affiliates or Promoters or Directors directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMsUnderwriters.

Appears in 1 contract

Samples: Underwriting Agreement

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