Common use of Closure of the Escrow Accounts, Public Offer Account and Refund Account Clause in Contracts

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and the Registrar (with a copy to the Selling Shareholders), the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred in accordance with the terms of this Agreement and upon receipt of account closure letter from the Lead Managers and the Registrar to the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers and the Registrar to the Offer. 3.2.5.2 The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of instructions in this regard from the Company, the Registrar and the Lead Managers (with a copy to the Selling Shareholders). 3.2.5.3 Within three (3) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 2 contracts

Samples: Cash Escrow and Sponsor Bank Agreement, Cash Escrow and Sponsor Bank Agreement

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Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and Managerand/or the Registrar (with a copy to the Promoter Selling ShareholdersShareholder), as the case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Laws and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions from the Company, Lead Managerand/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Promoter Selling Shareholder or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Company, Lead Managers and Managerand/or the Registrar to Registrar, the Offer. The Refund Account Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Account Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Lead Managers Promoter Selling Shareholder and the Registrar Lead Manager that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Account Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and Promoter Selling Shareholder shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Promoter Selling Shareholders Shareholder and the Lead Managers that Managerthat there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Promoter Selling ShareholdersShareholder, the Registrar and the Lead Managers Manager in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Promoter Selling Shareholder the Registrar and the Lead Managers Manager. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead ManagersManager, the Company and the Promoter Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013Shareholder. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and and/or the Registrar (with a copy to the Selling Shareholders), as the case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Laws and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions from the Company, Lead Managers and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Company, Lead Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1. or Clause 3.2.2., if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Selling Shareholders and the Lead Managers that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Registrar Companies Act, 2013. The Company and Selling Shareholders shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, upon request from the Company, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Selling Shareholders the Registrar and the Lead Managers Managers. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead Managers, the Company and the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Share Escrow Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the CompanyBank, the Book Running Lead Managers and and/or the Registrar (Registrar, as the case may be, with a copy to the Selling Shareholders), the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Law, and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions from the Bank, Book Running Lead Managers and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account (except for estimated Offer Expenses and applicable Taxes, if any) are transferred to the accounts of the Bank and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Bank, Book Running Lead Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon request by the Bank or the Book Running Lead Managers, provide a confirmation in writing to the Bank, the Selling Shareholders and upon receipt the Book Running Lead Managers that no monies are lying to the credit of account closure letter the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the Companydate of such payment becoming first due, shall be transferred by the Lead Managers Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Registrar Companies Act, 2013. The Bank and Selling Shareholders shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, upon request from the Bank, they shall in writing intimate the CompanyBank, the Selling Shareholders and the Book Running Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the CompanyBank, the Selling Shareholders, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the CompanyBank, the Selling Shareholders, the Registrar and and/or the Book Running Lead Managers Managers, as the case may be. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this SectionSelling Shareholders.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and the Registrar (with a copy to the Selling Shareholders), as the case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions and accounts closure letter from the Company, Managers and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Lead Company, Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.3.1 (b) if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Lead Managers Selling Shareholders and the Registrar Managers that no monies are lying to the Offer. 3.2.5.2 credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and Selling Shareholders shall cooperate with the Banker to the Offer to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, upon request from the Company, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers in relation to deposit and transfer of funds from each fromeach of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Selling Shareholders, the Registrar and the Lead Managers (with a copy to the Selling Shareholders). 3.2.5.3 Managers. Within three (3) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead Managers, the Company and the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and BRLMs and/or the Registrar (with a copy to the Selling Shareholders), as the case may be, the Escrow Collection Bank Banks shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Laws and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions from the Company, BRLMs and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Lead Managers and Company, BRLMs and/or the Registrar to Registrar, the Offer. The Refund Account Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Account Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Lead Managers Selling Shareholders and the Registrar BRLMs that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Account Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and Selling Shareholders shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers BRLMs that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers BRLMs in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Selling Shareholders the Registrar and the Lead Managers BRLMs. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Account Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead ManagersBRLMs, the Company and the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and and/or the Registrar (with a copy to Registrar, as the Selling Shareholders)case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of as provided in Schedule XII once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of written instructions from the Company, Lead Managers and/or the Registrar, the Public Offer Account Bank as provided in Schedule XII in accordance with the terms of this Agreement shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the respective Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Company, Lead Managers and and/or the Registrar to as provided in Schedule XII, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company and the Lead Managers that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Registrar Companies Act, 2013. The Company shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate upon request from the Company, they shall intimate the Selling Shareholders Company and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, Company the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Registrar and and/or the Lead Managers Managers, as the case may be. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this SectionCompany.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon (i) The Escrow Collection Bank shall, upon receipt of written instructions from the Company, the Lead Managers BRLMs and the Registrar to the Offer (with a copy to the Selling Shareholders)) in the form of Annexure L, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from shall confirm to the date Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer the closure of opening the Escrow Accounts in the form of such Escrow Accounts. Annexure M. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after the Estimated Offer Expenses and the STT and Withheld Income Tax Amount (if required to be withheld or paid under Applicable Law), have been paid and all monies in the Public Offer Account are transferred in accordance with the terms of this Agreement and upon receipt of account closure letter from the Lead Managers Company, the BRLMs and the Registrar to the Offer. Offer (with a copy to the Selling Shareholders) in the form of Annexure L and shall confirm to the Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer the closure of the Public Offer Account in the form of Annexure M. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers BRLMs and the Registrar to the OfferOffer (with a copy to the Selling Shareholders) in the form of Annexure L and shall confirm to the Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer the closure of the Refund Account in the form of Xxxxxxxx X. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.2 (ii) The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers BRLMs that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar to the Offer and the Lead Managers BRLMs in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of instructions in this regard from the Company, the Registrar to the Offer and the Lead Managers BRLMs (with a copy to the Selling Shareholders).) in the form of Annexure L. 3.2.5.3 (iii) Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead ManagersBRLMs, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, the Selling Shareholders and the Registrar to the “Investor Education and Protection Fund” established under Section 125 Offer in the form of the Companies Act, 2013.Annexure M. 3.2.5.4 (iv) The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers BRLMs and the Company along with the RegistrarRegistrar to the Offer, as applicable, referred to in these clauses sections in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to receipt of listing and trading approvals from the Stock Exchanges or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective the Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Book Running Lead Managers and the Registrar (with a copy to each of the Selling Shareholders), in the form Annexure L: (i) the Escrow Collection Bank Bank, shall take necessary steps to ensure closure of the Escrow Accounts Account only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from Law; (ii) the date of opening of such Escrow Accounts. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are have been transferred to the accounts of the Company and each of the Selling Shareholders in accordance with the terms of this Agreement Agreement; and upon receipt of account closure letter from (iii) the Lead Managers and the Registrar to the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts transferred to the Refund Account are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers and the Registrar to the Offer. 3.2.5.2 Agreement. The Escrow Collection Bank, the Refund Bank (in the form Annexure M) and the Public Offer Account Bank and (in the Refund Bank form Annexure M(I)) agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, each of the Selling Shareholders and the Book Running Lead Managers Managers, in writing,, that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, each of the Selling Shareholders, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Registrar and the Book Running Lead Managers (with a copy to each of the Selling Shareholders). 3.2.5.3 . Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and each of the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation without any further instruction from the Companyany Party, to the fund known as “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Book Running Lead Managers and the Registrar (with a copy to the Selling Shareholders)Registrar, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies therein into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Laws and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions and accounts closure letter from the Company, BRLMs and the Registrar, the Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after the Offer Expenses have been paid and all monies in the Public Offer Account are transferred to the accounts of the Company, which will be monitored by a monitoring agency as required under the SEBI ICDR Regulations and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Book Running Lead Managers and the Registrar to the OfferOffer (with a copy to the Selling Shareholders). The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Book Running Lead Managers and the Registrar to the Offer. 3.2.5.2 The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Book Running Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of written instructions in this regard from the Company, the Registrar and the Book Running Lead Managers (with a copy to the Selling Shareholders). 3.2.5.3 Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide written confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, Company to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Book Running Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable Offer or their its Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, Bankers to the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Sectionclause.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and and/or the Registrar (with a copy to Registrar, as the Selling Shareholders)case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of written instructions from the Company, Lead Managers and/or the Registrar, the Public Offer Account Bank as provided in Schedule XII in accordance with the terms of this Agreement shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the respective Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Company, Lead Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company and the Lead Managers that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Registrar Companies Act, 2013. The Company shall cooperate with the Bankers to the Offer. 3.2.5.2 , as applicable, to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate upon request from the Company, they shall intimate the Selling Shareholders Company and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, Company the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Registrar and and/or the Lead Managers Managers, as the case may be. Within one (with a copy to the Selling Shareholders). 3.2.5.3 Within three (31) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this SectionCompany.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

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Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 3.2.5.1. Upon receipt of written instructions from the Company, the Book Running Lead Managers and and/or the Registrar (with a copy to the Selling Shareholders), as the case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six (6) months from the date of opening of such Escrow AccountsAccounts and in accordance with this Agreement and Applicable Law. The Upon receipt of instructions and accounts closure letter from the Company, Book Running Lead Managers and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Company, Book Running Lead Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Selling Shareholders and the Book Running Lead Managers that no monies are lying to the credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and Selling Shareholders shall cooperate with the Bankers to the Offer to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Registrar to the OfferRefund Account. 3.2.5.2 3.2.5.2. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, upon request from the Company, they shall in writing intimate the Company, the Selling Shareholders and the Book Running Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Selling Shareholders, the Registrar and the Book Running Lead Managers (with a copy to the Selling Shareholders)Managers. 3.2.5.3 3.2.5.3. Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 3.2.6.1 Upon receipt of written instructions from the CompanyRegistrar, the Lead Managers Company and the Registrar BRLM (with a copy to each of the Selling ShareholdersShareholder), the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow AccountsLaws. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and Selling Shareholder or any other accounts in accordance with the terms of this Agreement and or Surplus Amount are transferred to the Refund Account, upon receipt of account instructions as provided in Schedule XI in accordance with the terms of this Agreement. Upon closure letter from of the Lead Managers Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon request by the Company, provide a confirmation in writing to the Company, the Selling Shareholder and the Registrar BRLM that no monies are lying to the Offer. credit of the Escrow Accounts, the Public Offer Account or the Refund Account. 3.2.6.2 The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.2 or Clause 3.2.3, if any, are refunded to the Bidders to whom refunds are required to be made, made upon receipt of instructions as provided in Schedule XI in accordance with the terms of this Agreement and upon receipt Agreement. However, any amount which is due for refund but remains unpaid or unclaimed for a period of account closure letter seven years from the Companydate of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and the Selling Shareholder shall cooperate with the Escrow Collection Bank to ensure such closure of the Escrow Accounts, the Lead Managers Public Offer Account and the Registrar to the OfferRefund Account. 3.2.5.2 3.2.6.3 The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders Shareholder and the Lead Managers BRLM that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling ShareholdersShareholder, the Registrar and the Lead Managers BRLM in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the CompanyRegistrar, the Registrar Company and the Lead Managers BRLM (with a copy to the Selling Shareholders)Shareholder) as provided in Schedule XI. 3.2.5.3 3.2.6.4 Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Lead ManagersBRLM, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013Shareholder. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Book Running Lead Managers and the Registrar (with a copy to the Selling Shareholders)Registrar, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Laws and not later than six months from the date of opening of such Escrow Accounts. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after the Offer Expenses have been paid and all monies in the Public Offer Account are transferred in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Book Running Lead Managers and the Registrar to the OfferOffer (with a copy to the Selling Shareholders). The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Book Running Lead Managers and the Registrar to the Offer. 3.2.5.2 The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Book Running Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of written instructions in this regard from the Company, the Registrar and the Book Running Lead Managers (with a copy to the Selling Shareholders). 3.2.5.3 Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide written confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Book Running Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable Offer or their its Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, Bankers to the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Sectionclause.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Selling Shareholders, the Lead Managers and the Registrar (with a copy to the Selling Shareholders)Registrar, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred in accordance with the terms of this Agreement and upon receipt of account closure letter from the Lead Managers and the Registrar to the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers and the Registrar to the Offer. 3.2.5.2 The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of instructions in this regard from the CompanyBank, the Registrar and the Lead Managers (with a copy to the Selling Shareholders). 3.2.5.3 Within three (3) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Lead Managers, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the CompanyBank, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks Bank or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers Banker to the Offer, in their respective capacities, as applicable Offer or their its Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, Banker to the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Sectionclause.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Lead Managers and and/or the Registrar (with a copy to the Selling Shareholders), as the case may be, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of once all monies therein are transferred into the Public Offer Account Account, or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from the date of opening of such Escrow Accounts. The Upon receipt of instructions and accounts closure letter from the Company, Managers and/or the Registrar, the Public Offer Account Bank shall take the steps necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are transferred to the accounts of the Company and the Selling Shareholders or the Surplus Amounts are transferred to the Refund Account, in accordance with the terms of this Agreement and upon Agreement. Upon receipt of account closure letter instructions from the Lead Company, Managers and and/or the Registrar to Registrar, the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts or other amounts pursuant to Clause 3.2.1 or Clause 3.2.2, if any, are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and Agreement. Upon closure of the Escrow Accounts, the Public Offer Account or the Refund Account, as the case may be, the Escrow Collection Bank, the Public Offer Account Bank or the Refund Bank, respectively, shall, upon receipt of account closure letter from request by the Company, provide a confirmation in writing to the Company, the Lead Managers Selling Shareholders and the Registrar Managers that no monies are lying to the Offer. 3.2.5.2 credit of the Escrow Accounts, the Public Offer Account or the Refund Account. However, any amount which is due for refund but remains unpaid or unclaimed for a period of seven years from the date of such payment becoming first due, shall be transferred by the Refund Bank, without any further instruction from any Party, to the fund known as the ‘Investor Education and Protection Fund’ established under Section 125 of the Companies Act, 2013. The Company and Selling Shareholders shall cooperate with the Banker to the Offer to ensure such closure of the respective Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, upon request from the Company, they shall in writing intimate the Company, the Selling Shareholders and the Lead Managers that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, the Registrar and the Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also hereby agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Selling Shareholders, the Registrar and the Lead Managers Managers. Within five (with a copy to the Selling Shareholders). 3.2.5.3 Within three (35) Working Days of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide a written confirmation of the closure of such accounts to the Lead Managers, the Company and the Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon receipt of written instructions from the Company, the Book Running Lead Managers and the Registrar (with a copy to the Promoter Selling ShareholdersShareholder), in the form Annexure I: (i) the Escrow Collection Bank Bank, shall take necessary steps to ensure closure of the Escrow Accounts Account only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law and not later than six months from Law; (ii) the date of opening of such Escrow Accounts. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after all monies in the Public Offer Account are have been transferred to the Proceeds Account and the Promoter Selling Shareholder in accordance with the terms of this Agreement Agreement; and upon receipt of account closure letter from (iii) the Lead Managers and the Registrar to the Offer. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts transferred to the Refund Account are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers and the Registrar to the Offer. 3.2.5.2 Agreement. The Escrow Collection Bank, the Refund Bank (in the form Annexure J) and the Public Offer Account Bank and (in the Refund Bank form Annexure J (I)) agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Promoter Selling Shareholders Shareholder, the Registrar, and the Book Running Lead Managers Managers, in writing, that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Promoter Selling ShareholdersShareholder, the Registrar and the Book Running Lead Managers in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only after delivery of such statement of accounts and upon receipt of instructions in this regard from the Company, the Registrar and the Book Running Lead Managers (with a copy to the Promoter Selling ShareholdersShareholder). 3.2.5.3 . Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Book Running Lead Managers, the Company and the Promoter Selling ShareholdersShareholder. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation without any further instruction from the Companyany Party, to the fund known as “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.4 The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers and the Company along with the Registrar, as applicable, referred to in these clauses in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to under this Section.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

Closure of the Escrow Accounts, Public Offer Account and Refund Account. 3.2.5.1 Upon (i) The Escrow Collection Bank shall, upon receipt of written instructions from the Company, the Lead Managers BRLMs and the Registrar (with a copy to the Selling Shareholders)Offer in the form of Annexure L, the Escrow Collection Bank shall take necessary steps to ensure closure of the Escrow Accounts only upon transfer of all monies into the Public Offer Account or the Refund Account, as the case may be, in accordance with the terms of this Agreement and Applicable Law Law, and not later than six months from shall confirm to the date Company, the BRLMs and the Registrar to the Offer the closure of opening the Escrow Accounts in the form of such Escrow Accounts. Annexure M. The Public Offer Account Bank shall take the necessary steps to ensure closure of the Public Offer Account promptly and only after the Estimated Offer Expenses have been paid and all monies in the Public Offer Account are transferred in accordance with the terms of this Agreement and upon receipt of account closure letter from the Lead Managers Company, the BRLMs and the Registrar to the Offer. Offer in the form of Annexure L and shall confirm to the Company, the BRLMs and the Registrar to the Offer the closure of the Public Offer Account in the form of Annexure M. The Refund Bank shall take the necessary steps to ensure closure of the Refund Account, once all Surplus Amounts amounts are refunded to the Bidders to whom refunds are required to be made, in accordance with the terms of this Agreement and upon receipt of account closure letter from the Company, the Lead Managers BRLMs and the Registrar to the OfferOffer in the form of Annexure L and shall confirm to the Company, the BRLMs and the Registrar to the Offer the closure of the Refund Account in the form of Annexure M. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company to the “Investor Education and Protection Fund” established under Section 125 of the Companies Act, 2013. 3.2.5.2 (ii) The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank agree that prior to closure of the Escrow Accounts, the Public Offer Account and the Refund Account, respectively, they shall in writing intimate the Company, the Selling Shareholders Company and the Lead Managers BRLMs that there is no balance in the Escrow Accounts, the Public Offer Account and the Refund Account, respectively and shall provide a signed copy of the complete and accurate statement of accounts to the Company, the Selling Shareholders, Registrar to the Registrar Offer and the Lead Managers BRLMs in relation to deposit and transfer of funds from each of the Escrow Accounts, the Public Offer Account and the Refund Account. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank also agree that they shall close the respective accounts only upon receipt of instructions in this regard from the Company, the Registrar to the Offer and the Lead Managers BRLMs in the form of Annexure L. (with a copy to the Selling Shareholders). 3.2.5.3 iii) Within three one (31) Working Days Day of closure of the Escrow Accounts, the Public Offer Account and the Refund Account, the Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank, respectively shall provide confirmation of the closure of such accounts to the Lead ManagersBRLMs, the Company and Selling Shareholders. However, subject to Applicable Law, any amount which is due for refund but remains unpaid or unclaimed for a period of seven (7) years from the date of such payment becoming first due, shall be transferred by the Refund Bank, after intimation to and confirmation from the Company, Registrar to the “Investor Education and Protection Fund” established under Section 125 Offer in the form of the Companies Act, 2013.Annexure M. 3.2.5.4 (iv) The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank, the Sponsor Banks or any of their respective Correspondent Banks, if any, shall act promptly upon any written instructions of the Lead Managers BRLMs and the Company along with the RegistrarRegistrar to the Offer, as applicable, referred to in these clauses sections in relation to amounts to be transferred and/or refunded from the Escrow Accounts or the Public Offer Account or in relation to amounts to be transferred and/or refunded from the Refund Account prior to trading approvals or otherwise. The Bankers to the Offer, in their respective capacities, as applicable or their Correspondent Banks shall act promptly on the receipt of information/instructions within the time periods specified in this Agreement. The Escrow Collection Bank, the Public Offer Account Bank and the Refund Bank shall not in any case whatsoever use the amounts held in their respective the Escrow Accounts, Public Offer Account and/or Refund Account to satisfy the damages it shall be liable to pay under this SectionAgreement.

Appears in 1 contract

Samples: Cash Escrow and Sponsor Bank Agreement

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