Common use of BOOK BUILDING AND ENGAGEMENT OF THE BRLMs Clause in Contracts

BOOK BUILDING AND ENGAGEMENT OF THE BRLMs. 1.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 1.2 The Parties agree that entering into this Agreement or the Engagement Letter shall not create any obligation, or be deemed to impose, any obligation, agreement or commitment, whether express or implied, on the BRLMs, or any of their Affiliates, to purchase, or place any Equity Shares, or enter into any underwriting agreement with or provide any financing or underwriting to the Company, its Affiliates or the Selling Shareholders in connection with the Offer. This Agreement is not intended to constitute and should not be construed as an agreement or commitment directly or indirectly among the Parties with respect to the subscription, underwriting or purchasing of the Equity Shares or placing any securities or to provide any financing to the Company, its Affiliates or the Selling Shareholders. Such an agreement will be made only by the execution of the Underwriting Agreement and in the event the Company, the Selling Shareholders and the BRLMs enter into an Underwriting Agreement, such agreement may, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties. 1.3 The rights, obligations, representations, warranties, covenants, undertakings and indemnities (as applicable) of each of the Parties under this Agreement shall(unless expressly set out under this Agreement) be several, and not joint, 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: Offer Agreement

AutoNDA by SimpleDocs

BOOK BUILDING AND ENGAGEMENT OF THE BRLMs. 1.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 1.2 The Parties agree that entering into this Agreement or the Engagement Letter shall not create any obligation, or be deemed to impose, any obligation, agreement or commitment, whether express or implied, on the BRLMs, or any of their Affiliates, to purchase, or place any Equity Shares, or enter into any underwriting agreement with or provide any financing or underwriting to the CompanyBank, its Affiliates or the Selling Shareholders in connection with the Offer. This Agreement is not intended to constitute and should not be construed as an agreement or commitment directly or indirectly among the Parties with respect to the subscription, underwriting or purchasing of the Equity Shares or placing any securities or to provide any financing to the CompanyBank, its Affiliates or the Selling Shareholders. Such an agreement will be made only by the execution of the Underwriting Agreement and in the event the CompanyBank, the Selling Shareholders and the BRLMs enter into an Underwriting Agreement, such agreement may, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties. 1.3 The rights, obligations, representations, warranties, covenants, undertakings and indemnities (as applicable) of each of the Parties under this Agreement shall(unless expressly set out under this Agreement) shall be several, and not joint, and none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Party. Notwithstanding the foregoing, it is clarified that the rights, obligations, representations, warranties, covenants and undertakings of the Bank and each Selling Shareholder shall be several and not joint, and none of the Selling Shareholders are responsible for the actions or omissions of any of the other Selling Shareholders or the Bank.

Appears in 1 contract

Samples: Offer Agreement

AutoNDA by SimpleDocs

BOOK BUILDING AND ENGAGEMENT OF THE BRLMs. 1.1 The Offer will be managed by the BRLMs in accordance with the inter-se allocation of responsibilities annexed to this Agreement as Annexure A. 1.2 The Parties agree that entering into this Agreement or the Engagement Fee Letter shall not create any obligation, or be deemed to impose, any obligation, agreement or commitment, whether express or implied, on the BRLMs, or any of their Affiliates, Affiliates to purchase, or place any Equity Shares, or enter into any underwriting agreement with or provide any financing or underwriting to the Company, its Affiliates or the Selling Shareholders in connection with the Offer. This Agreement is not intended to constitute constitute, and should not be construed as an agreement or commitment directly or indirectly among the Parties with respect to the subscription, underwriting or purchasing of the Equity Shares or placing any securities or to provide any financing to the Company, its Affiliates or the Selling Shareholders. Such an agreement will be made only by the execution of the Underwriting Agreement and in the event the Company, the Selling Shareholders and the BRLMs enter into an Underwriting Agreement, such agreement may, inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Partiesparties thereto. 1.3 The rights, obligations, representations, warranties, covenants, undertakings and indemnities (indemnities, as applicable) , of each of the Parties under this Agreement shall(unless shall (unless expressly otherwise set out under this Agreement) be several, and not jointjoint or joint and several, as applicable, and none of the Parties (unless expressly otherwise set out under this Agreement) shall be responsible or liable, directly or indirectly, for the information, obligations, disclosures, representations, warranties or for any acts or omissions of any other Party. Notwithstanding anything to the contrary contained in this Agreement, the rights and obligations of the BRLMs under this Agreement are several and not joint. For avoidance of doubt, none of the BRLMs is responsible for the actions of omissions of any of the other BRLMs. Further, except as may be specified otherwise, none of the Selling Shareholders shall be responsible or liable, directly or indirectly, for the information, obligations, disclosures representations, warranties or for any acts or omissions of the other Selling Shareholders and the Company. Notwithstanding anything to the contrary contained in this Agreement, the rights, obligations, warranties, covenants and undertakings of the Selling Shareholders under this Agreement are several and not joint. For avoidance of doubt, none of the Selling Shareholders is responsible for the actions of omissions of any of the other Selling Shareholders. Notwithstanding anything to the contrary contained in this Agreement, the Fee Letter and/or the Offer Documents, the BRLMs and the Company hereby confirm and acknowledge that no Selling Shareholder assumes responsibility for statements, disclosures, information, representations, undertakings or covenants provided by the Company, whether or not relating to the Company, its business, Duet Entities or its financial information or other Selling Shareholder and that each Selling Shareholders shall be responsible only to the extent of statements/ undertakings expressly made by such Selling Shareholder in this Agreement, Fee Letter and/or the Offer Documents.

Appears in 1 contract

Samples: Offer Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!