Common use of DUE DILIGENCE BY THE BRLMs Clause in Contracts

DUE DILIGENCE BY THE BRLMs. 7.1. The Company, its Subsidiaries and Directors shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities or such other place(s) as may be required to (i) inspect and review the accounting, taxation and other 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, 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. 7.2. If, in the sole opinion of the BRLMs, 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 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 BRLMs, and shall include a provision to that effect in the respective agreements with 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 18. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimburse, in full, the BRLMs for payment of any fees and expenses to such persons. 7.3. The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors and key personnel of the Company and external advisors in connection with matters related to the Offer.

DUE DILIGENCE BY THE BRLMs. 7.19.1. The Company, the Subsidiaries, Joint Venture and its Subsidiaries respective Affiliates (including directors and Directors key managerial personnel of such entities, where applicable) shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities or such other place(s) as may be required to to: (i) inspect and review the accounting, taxation and other 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, 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. 7.29.2. If, in the sole opinion of the BRLMs, 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 and Selling Shareholders shall promptly hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company and the Selling Shareholders shall instruct all such persons to cooperate and comply with the instructions of the BRLMs, BRLMs and shall include a provision to that effect in the respective agreements with 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 18and shared by the Company and the Selling Shareholders as mutually agreed among them. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company and the Selling Shareholders shall promptly reimburse, in full, the BRLMs for payment of any fees fees, costs, charges and expenses to such persons, as mutually agreed among them under Clause 20 of this Agreement. 7.39.3. The Company agrees Selling Shareholders agree that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors and respective directors, key personnel of the Company managerial personnel, Affiliates and external advisors of the Selling Shareholders, in connection with matters related to the Offer. The Company agrees that the BRLMs and their legal counsel shall , at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the respective directors, key managerial personnel, Affiliates and external advisors of the Company, in connection with matters related to the Offer, including to (i) promptly 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 certificates), reports or other information as may be required by SEBI, the Stock Exchange(s), the RoC and/or any other regulatory or supervisory authority (inside or outside India) in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs or required under circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents, and (ii) provide, immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any governmental, statutory, regulatory or statutory or judicial or quasi-judicial or administrative or supervisory authority, and shall extend full cooperation to the BRLMs with respect to the foregoing. 9.4. Each of the Selling Shareholders shall extend all necessary cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence pertaining to Selling Shareholders to fulfil their obligations hereunder and/or to comply with any Applicable Law, including in relation to the filing of their due diligence certificate and any post-Offer reports as required under the SEBI ICDR Regulations.

DUE DILIGENCE BY THE BRLMs. 7.1. 7.1 The Company, its Subsidiaries and Directors Company shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities or such other place(s) as may be required to to: (i) inspect and review the accounting, taxation and other 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, 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. Each of the Selling Shareholders shall extend all reasonable cooperation and assistance to the Book Running Lead Managers and their representatives and counsel subject to reasonable notice in writing and during business hours, to inspect the records or review other documents or to conduct due diligence, in relation the Offer with respect to itself, and its respective Offered Shares, including in the event of a SEBI inspection. 7.2. 7.2 If, in the sole opinion of the BRLMs, 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 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 BRLMs, and shall include a provision to that effect in the respective agreements with 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 18. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimbursereimburse the BRLMs, in full, the BRLMs along with applicable taxes, for payment of any fees and expenses to such persons, within seven days of being provided with proof of the payment by the BRLMs. 7.3. 7.3 The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable noticenotice in writing, have access to the Directors Promoters, Directors, Key Managerial Personnel and key personnel external advisors of the Company and external advisors in connection with matters related to the Offer.

DUE DILIGENCE BY THE BRLMs. 7.1. 5.1 The Company, its Subsidiaries and Directors Company shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities or such other place(s) as may be required to to: (i) inspect and review the accounting, taxation and other records or to conduct a due diligence in relation to the OfferIssue; (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 OfferIssue; and (iii) interact on any matter relevant to the Offer Issue with the legal advisors, auditors, consultants and advisors to the OfferIssue, financial institutions, banks, agencies or any other organization or intermediary, including the Registrar to the OfferIssue, that may be associated with the Offer Issue in any capacity whatsoever. 7.2. 5.2 If, in the sole opinion of the BRLMs, in consultation with the Company, 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 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 BRLMs, and shall include a provision to that effect in the respective agreements with 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 1816. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimbursereimburse the BRLMs, in full, the BRLMs along with applicable taxes, for payment of any fees and expenses to such persons, within fourteen working days of being provided with proof of the payment by the BRLMs. 7.3. 5.3 The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors Directors, Key Managerial Personnel and key personnel external advisors of the Company and external advisors in connection with matters related to the OfferIssue.

DUE DILIGENCE BY THE BRLMs. 7.1. 7.1 The CompanyBank and its respective Affiliates (including directors and key managerial personnel of such entities, its Subsidiaries and Directors where applicable) shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities Bank or such other place(s) as may be required to to: (i) inspect and review the accounting, taxation and other 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, 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. 7.2. 7.2 If, in the sole opinion of the BRLMs, 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 Bank shall promptly hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company Bank shall instruct all such persons to cooperate and comply with the instructions of the BRLMs, BRLMs and shall include a provision to that effect in the respective agreements with 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 18and shared by the Bank and the Selling Shareholders as mutually agreed among them. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company Bank and the Selling Shareholders shall promptly reimburse, in full, the BRLMs for payment of any fees and expenses to such persons, as mutually agreed among them under Clause 18 of this Agreement. 7.3. The Company 7.3 Each Selling Shareholder, severally and not jointly, agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors and its directors, key managerial personnel, senior management personnel of the Company and external advisors in connection with its Selling Shareholder Statements and its Offered Shares. The Bank agrees that the BRLMs and their legal counsel shall , at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the respective directors, key managerial personnel, senior management personnel, Affiliates and external advisors of the Bank, in connection with matters related to the Offer, including to (i) promptly 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 certificates), reports or other information as may be required by SEBI, the Stock Exchange(s), the RoC and/or any other regulatory or supervisory authority (inside or outside India) in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs or required under circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents, and (ii) provide, immediately upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any governmental, statutory, regulatory or supervisory authority, and shall extend full cooperation to the BRLMs with respect to the foregoing. 7.4 Each of the Selling Shareholders shall extend all necessary cooperation and assistance and such facilities to the BRLMs and their representatives and counsel, subject to reasonable notice to inspect the records or review other documents or to conduct due diligence pertaining to the Selling Shareholder Statements to fulfil their obligations hereunder and/or to comply with any Applicable Law, including in relation to the filing of their due diligence certificate and any post-Offer reports as required under the SEBI ICDR Regulations.

DUE DILIGENCE BY THE BRLMs. 7.19.1. The Company, its the Subsidiaries and Directors its Joint Venture (including directors and key managerial personnel of the Company) shall extend all cooperation, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs and their counsel to visit the offices and assets of the Company and the other Company Entities or such other place(s) as may be required to to: (i) inspect and review the accounting, taxation and other 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, 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. 7.29.2. If, in the sole opinion of the BRLMs, 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 and Promoter Selling Shareholder shall promptly hire and permit access to such independent agency or person to all relevant and material facts, relevant records, documents and other information. The Company and the Promoter Selling Shareholder shall instruct all such persons to cooperate and comply with the instructions of the BRLMs, BRLMs and shall include a provision to that effect in the respective agreements with 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 18and shared by the Company and the Promoter Selling Shareholder as mutually agreed among them. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company and the Promoter Selling Shareholder shall promptly reimbursepay the BRLMs in accordance with Clause 20 of this Agreement. 9.3. The Selling Shareholders agree that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the respective directors, key managerial personnel, Affiliates and external advisors of the Selling Shareholders, in full, connection with matters related to the BRLMs for payment of any fees and expenses to such persons. 7.3Offer. The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors and respective directors, key personnel of the Company managerial personnel, Affiliates and external advisors of the Company, in connection with matters related to the Offer, including 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 certificates), reports or other information as may be required by SEBI, the Stock Exchange(s), the RoC and/or any other regulatory or supervisory authority (inside or outside India) in respect of the Offer (including information which may be required for the purpose of disclosure of the track record of public issues by the BRLMs or required under circular No. CIR/MIRSD/1/2012 dated January 10, 2012, as issued by SEBI) or to enable the BRLMs to review the correctness and/or adequacy of the statements made in the Offer Documents, and (ii) provide, upon the request of any of the BRLMs, any documentation, information or certification, in respect of compliance by the BRLMs with any Applicable Law or in respect of any request or demand from any governmental, statutory, regulatory or statutory or judicial or quasi-judicial or administrative or supervisory authority, and shall extend full cooperation to the BRLMs with respect to the foregoing. 9.4. Each of the Selling Shareholders shall extend all necessary cooperation and assistance and such facilities to the BRLMs and their representatives and counsel to inspect the records or review other documents or to conduct due diligence pertaining to their respective Offered Shares to fulfil their obligations hereunder and/or to comply with any Applicable Law, including in relation to the filing of their due diligence certificate and any post-Offer reports as required under the SEBI ICDR Regulations.

DUE DILIGENCE BY THE BRLMs. 7.1. 6.1 The Company, its Subsidiaries Company and Directors the Promoter Selling Shareholders shall severally extend all cooperationreasonable cooperation and assistance to the BRLMs, assistance and such facilities as may be reasonably requested by the BRLMs to enable representatives of the BRLMs upon their reasonable request, and their representatives and counsel to visit their respective offices as the offices and assets of the Company and the other Company Entities or such other place(s) as case may be required to to: (i) inspect and records, including accounting records, or review the accounting, taxation and other records information or to conduct a due diligence in relation to the Offerdocuments; (ii) conduct due diligence, diligence (including the review of relevant documents, establishing to ascertain for themselves the state of affairs of any such entity to understand entity, including the progress made in respect of any particular project implementation, status and/or any other facts relevant to the OfferOffer 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, Banker(s) to the Offer, printers, brokers, syndicate members, that may be associated with the Offer in any capacity whatsoever. 7.2. If, in the sole opinion of the BRLMs, 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 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 BRLMs, and shall include a provision to that effect in the respective agreements with 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 18. Provided that if the BRLMs are required to pay such persons in accordance with Applicable Law, the Company shall promptly reimburse, in full, the BRLMs for payment of any fees and expenses to such persons. 7.3. The Company agrees that the BRLMs and their legal counsel shall, at all reasonable times, and as they deem appropriate, subject to reasonable notice, have access to the Directors their respective directors and key personnel of the Company personnel, their respective Affiliates and external advisors in connection with matters related to the Offer. Each of the Promoter Selling Shareholders agrees that, subject to reasonable notice, the BRLMs shall, have access to such Promoter Selling Shareholder or the authorised representatives of such Promoter Selling Shareholder, in connection with matters related to its participation in the Offer. 6.2 The Company and each of the Promoter Selling Shareholders (to the extent applicable) shall instruct all intermediaries to the extent permissible under the terms of the respective agreements with such intermediaries, including the Registrar to the Offer, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank, advertising agencies, printers, bankers and brokers to follow the instructions of the BRLMs and shall make best efforts to include a provision to that effect in the respective agreements with such intermediaries. For the avoidance of doubt, it is clarified that such intermediaries shall be solely and exclusively responsible for the performance of their respective duties and obligations in terms of their respective agreements with the Company and the Promoter Selling Shareholders. 6.3 If, in the sole opinion of the BRLMs, the diligence of any of the Company or its Subsidiaries, Associates, Joint Ventures, Jointly Controlled Operations, Promoters (also the Promoter Selling Shareholders), Directors, Promoter Group, Group Company, its Affiliates, or other information in connection with the Offer requires hiring of services of technical, legal or other experts or persons, the Company or the Promoter Selling Shareholders, as the case may be, shall without unreasonable delay hire and provide such persons with access to all relevant records, documents and other information of the Company or its Affiliates or the Promoter Selling Shareholders, as the case may be. The Company and the Promoter Selling Shareholders, as the case may be, shall, severally and not jointly, instruct all such persons to cooperate and comply with the instructions of the BRLMs and shall make reasonable efforts to include a provision to that effect in the respective agreements with such persons. The fees and expenses of such persons shall be paid in the manner set out in Section 2.6; provided that if it is necessary that the BRLMs pay such persons, then the Company or the relevant Promoter Selling Shareholder, as applicable shall reimburse forthwith and in full the BRLMs for payment of any fees and expenses to such persons.