DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 9.1 The Company shall and shall cause its Subsidiaries, its Associate, Group Company, Key Managerial Personnel and Directors to extend all cooperation, assistance and such facilities as may be reasonably requested by the Book Running Lead Managers to enable representatives of the Book Running Lead Managers and their legal counsel to visit the offices and assets of the Company or such other place(s) as may be required to: (i) inspect and review the accounting, taxation and other relevant records or to conduct a due diligence in relation to the Offer; (ii) conduct due diligence, including the review of relevant documents, establishing for themselves the state of affairs of any such entity to understand the progress made in respect of any facts relevant to the Offer; and (iii) interact on any matter relevant to the Offer with the legal advisors, auditors, consultants and advisors to the Offer, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever.
9.2 If, in the sole opinion of the Book Running Lead Managers, the verification of any of the aforesaid matters requires hiring of services of technical, legal or other experts or persons in a specialized field, the Company shall promptly (after consultation with the Book Running Lead Managers), at its own expense, hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company shall instruct all such persons to cooperate and comply with the instructions of the Book Running Lead Managers and shall include a provision to that effect in the respective agreements with such persons. Provided that if the Book Running Lead Managers are required to pay such persons in accordance with Applicable Law, the Company and the Selling Shareholders shall promptly reimburse, in full, the Book Running Lead Managers for payment of any fees and expenses to such persons. All costs, charges and expenses relating to the due diligence carried out by technical, legal, or other experts shall be borne in accordance with Clause 20.
9.3 The Company agrees that the Book Running Lead Managers and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors, key personnel of the Company, the Subsidiaries, the Associate, the Group Company, the Selling Shareholders and ex...
DUE DILIGENCE BY THE BOOK RUNNING LEAD MANAGERS. 6.1 The Company and the Selling Shareholders, represent, warrant and undertake that each of them shall, and shall cause their Affiliates, the Directors and Promoters to extend all cooperation and assistance to the BRLMs and their representatives and counsel to visit their respective offices and other facilities of the Company to: (i) inspect the records, including accounting records, or review other information or documents, including those relating to legal, arbitral cases or threatened or pending legal actions, or to conduct a due diligence of the Company, in relation to its Directors and Promoters in relation to the Offer; (ii) conduct due diligence (including to ascertain for themselves the state of affairs of any such entity including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the Offer) and review of relevant documents; and (iii) interact on any matter relevant to the Offer with the solicitors, legal advisors, auditors, consultants and advisors to the Offer, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the Offer, that may be associated with the Offer in any capacity whatsoever.
6.2 Each of the Selling Shareholders shall extend all reasonable cooperation and assistance to the BRLMs and their representatives and counsels, to inspect the records or review other documents or to conduct due diligence, in relation to the respective Selling Shareholder Statements and or their respective portions of Offered Shares.
6.3 The Company hereby agrees that the BRLMs shall, at all reasonable times, and as they deem appropriate, have access, subject to notice, to the Company, Directors, Promoters, employees, key management personnel, representatives, agents, experts and auditors as may be required, in connection with matters related to the Offer. The Company shall, and the Company shall cause the Directors, and its employees, Key Managerial Personnel, Senior Management, experts and Auditors to: (i) furnish all such information, documents, certificates, reports and particulars for the purpose of the Offer as may be required or requested by the BRLMs or their Affiliates to enable them to cause the filing, in a timely manner, of such documents, certificates, reports and particulars, including, without limitation, any post-Offer documents, certificates (including, without limitation, any due diligence certificate), reports or other inform...
