DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids not procured by the Managers. 5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) If required, upon receipt of information from the Company and/or the Selling Shareholders, intimate in writing the Anchor Investor Bid/ Offer Period and the Bid/ Offer Opening Date prior to the opening of Banking Hours on the Anchor Investor Bid/ Offer Period to the Banker to the Offer and the Registrar in the form attached hereto as Annexure E. (b) On the receipt of information from the Company and/or the Selling Shareholders, inform the Registrar and the Banker to the Offer regarding the occurrenceof any of the events mentioned in Clause 3.2.1.1 in accordancewith Clause 3.2.1.2. (c) Along with the Registrar to the Offer, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms herein, the Red Xxxxxxx Prospectus and Applicable Law. (d) On or after the Bid/Offer Closing Date, acting along with the Registrar to the Offer, the Managers shall intimate the Designated Date to the Banker to the Offer in accordance with Clause 3.2.3.1(b). (e) On receipt of information from the Company, intimate in writing the date of the RoC Filing to the Banker to the Offer and the Registrar to the Offer. (f) Provide instructions to the Public Offer Bankin the prescribed formsin relation to transfer of funds from the Public Offer Account in terms of this Agreement. 5.3 No Manager shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Manager or agents of such other Manager, or other Designated Intermediaries in connection with the Offer. The obligations, representations, undertakings, warranties, rights and liabilities of the Managers under this Agreement shall be several and not joint. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible to (a) the computation of the STT or withholding tax payable in relation to the Offer; or (b) payment of the STT or withholding tax payable in relation to the Offer. The obligation of the Managers in respect of the STT or any withholding tax will be limited to the remittance of such STT or withholding tax pursuant to and in accordance with Applicable Law. 5.4 Subject to Clause 3.2.3.2(b) above, the collection and deposit of the STT to the Indian revenue authorities is the joint responsibility of all the Managers and only for any procedural consideration, the Managers may authorize one of the Managers to act on their behalf in connection with collection and deposit of STT to Indian revenue authorities. 5.5 The Managers shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circular. 5.6 The Managers shall identify the non-adherence of timelines and processes during the period of six Working Days from the Bid/Issue Closing Date as mentioned in the UPI Circulars and submit a report to SEBI with a comprehensive analysis of entities responsible for the delay and the reasons associated with it.
Appears in 1 contract
DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by the Managers.
5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below:
(a) If required, upon On receipt of information from the Company and/or the Selling ShareholdersCompany, intimate in writing the Anchor Investor Bid/ Offer Period Bidding Date and the Bid/ Offer Bid/Issue Opening Date and Bid/Issue Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bid/ Offer Period Bidding Date to the Banker to Escrow Collection Bank, the Offer Public Issue Account Bank, the Refund Bank and the Registrar to the Issue along with a copy to the Company in the form attached hereto as Annexure E.Schedule III.
(b) On the receipt of information from the Company and/or the Selling ShareholdersCompany, inform the Registrar and the Banker to the Offer Issue, the Escrow Collection Bank/Public Issue Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrenceof occurrence of any of the events mentioned in Clause 3.2.1.1 in accordancewith Clause 3.2.1.23.2.1.
(c) Along with the Registrar to the OfferIssue, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Offer Issue Account and the Surplus Amounts to the Refund Account in accordance with the terms hereinherein and Schedule IV and Schedule VII hereto, the Red Xxxxxxx Prospectus and Applicable LawLaws.
(d) On or after the Bid/Offer Closing Date, acting along with the Registrar prior to the OfferDesignated Date, the Managers shall intimate the Designated Date to the Banker to Escrow Collection Bank, the Offer in accordance with Clause 3.2.3.1(b)Public Issue Account Bank, the Refund Bank and the Sponsor Banks.
(e) On receipt of information from Instruct the Public Issue Account Bank (with a copy to the Company, intimate ) in writing the date prescribed forms in relation to the details of the RoC Filing monies to the Banker to the Offer and the Registrar to the Offer.
(f) Provide instructions to the Public Offer Bankin the prescribed formsin relation to transfer of funds be transferred from the Public Offer Issue Account in terms of this Agreementaccordance with Clause 3.
5.3 No The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Issue. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Manager Managers (or agents of such other Manager, including sub-syndicate members of such other Managers) or other the Designated Intermediaries in connection with the Offer. The obligations, representations, undertakings, warranties, rights and liabilities of the Managers under this Agreement shall be several and not jointIssue. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible to
(a) and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the computation of the STT or withholding tax payable in relation Managers shall, on issuing instructions to the Offer; or
(b) payment of Escrow Collection Bank and the STT or withholding tax payable in relation Registrar to the Offer. The obligation of the Managers in respect of the STT or any withholding tax will be limited to the remittance of such STT or withholding tax pursuant to and Issue in accordance with Applicable Law.
5.4 Subject to Clause 3.2.3.2(b) 5.2 above, the collection be fully discharged of their duties and deposit of the STT to the Indian revenue authorities is the joint responsibility of all the Managers and only for any procedural consideration, the Managers may authorize one of the Managers to act on their behalf in connection with collection and deposit of STT to Indian revenue authoritiesobligations under this Agreement.
5.5 The Managers shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circular.
5.6 The Managers shall identify the non-adherence of timelines and processes during the period of six Working Days from the Bid/Issue Closing Date as mentioned in the UPI Circulars and submit a report to SEBI with a comprehensive analysis of entities responsible for the delay and the reasons associated with it.
Appears in 1 contract
DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by the Managers.
5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below:
(a) If required, upon On receipt of information from the Company and/or the Selling ShareholdersCompany, intimate in writing the Anchor Investor Bid/ Offer Period Bidding Date and the Bid/ Offer Opening Date and Bid/Offer Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bid/ Offer Period Bidding Date to the Banker to Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Registrar along with a copy to the Company and the Promoter Selling Shareholders in the form attached hereto as Annexure E.Schedule III.
(b) On the receipt of information from the Company and/or the Promoter Selling Shareholders, inform the Registrar and Registrar, the Banker to Escrow Collection Bank/Public Offer Account Bank/Refund Bank/ the Offer Sponsor Banks regarding the occurrenceof occurrence of any of the events mentioned in Clause 3.2.1.1 in accordancewith Clause 3.2.1.23.2.1.
(c) Along with the Registrar to the OfferRegistrar, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms hereinherein and Schedule IV A and Schedule X hereto, the Red Xxxxxxx Prospectus and Applicable LawLaws.
(d) On or after the Bid/Offer Closing Date, acting along with the Registrar prior to the OfferDesignated Date, the Managers shall intimate the Designated Date to the Banker to Escrow Collection Bank, the Public Offer in accordance with Clause 3.2.3.1(b)Account Bank, the Refund Bank and the Sponsor Banks.
(e) On receipt of information from the Company, intimate in writing the date of the RoC Filing to the Banker to the Offer and the Registrar to the Offer.
(f) Provide instructions to Instruct the Public Offer Bankin Account Bank (with a copy to the Company and each of the Promoter Selling Shareholders) in the prescribed formsin forms in relation to transfer the details of funds the monies to be transferred from the Public Offer Account in terms of this Agreementaccordance with Clause 3.
5.3 No The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Member (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Offer. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Manager Managers (or agents of such other ManagerMANAGER, including sub-syndicate members of such other Managers) or other the Designated Intermediaries in connection with the Offer. The obligations, representations, undertakings, warranties, rights and liabilities of the Managers under this Agreement shall be several and not joint. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible to
(a) and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the computation of the STT or withholding tax payable in relation Managers shall, on issuing instructions to the Offer; orEscrow Collection Bank and the Registrar to the Offer in accordance with Clause 5.2 above, be fully discharged of their duties and obligations under this Agreement.
5.4 Subject to Clause 3.2.3.2 (b) payment of above, the STT or withholding tax payable in relation to the Offer. The obligation of the Managers in respect of the STT or any withholding tax will be limited to the remittance of such STT or withholding tax pursuant to and in accordance with Applicable Law.
5.4 Subject to Clause 3.2.3.2(b) above. Further, the collection Parties agree that in the event the Managers receive any communication or notice from Indian revenue authorities and/or are required to pay any amounts for any lapse on the part of any of the Promoter Selling Shareholders in payment and deposit of the STT to the Indian revenue authorities is the joint responsibility of all the Managers and only for any procedural considerationsuch tax, the Managers may authorize one invoke the indemnity against the relevant Promoter Selling Shareholder, in terms of this Agreement, the Offer Agreement or the Underwriting Agreement, as applicable. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agree that the Managers will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to act on their behalf Other Taxes, as applicable, or any similar obligation in connection with collection and deposit of STT relation to Indian revenue authorities.
5.5 The Managers shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circular.
5.6 The Managers shall identify the non-adherence of timelines and processes during the period of six Working Days proceeds realized from the Bid/Issue Closing Date as mentioned Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the UPI Circulars and submit a report Managers liable for: (a) determination of the quantum of the Securities Transaction Tax payable in relation to SEBI with a comprehensive analysis the Offer; or (b) payment of entities responsible for the delay and Securities Transaction Tax payable in relation to the reasons associated with itOffer.
Appears in 1 contract
DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by the Managers.
5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below:
(a) If required, upon On receipt of information from the Company and/or the Selling ShareholdersCompany, intimate in writing the Anchor Investor Bid/ Offer Period Bidding Date and the Bid/ Offer Opening Date and Bid/Offer Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bid/ Offer Period Bidding Date to the Banker Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Registrar to the Offer along with a copy to the Company and the Registrar Selling Shareholders in the form attached hereto as Annexure E.Schedule III.
(b) On the receipt of information from the Company and/or the Selling Shareholders, inform the Registrar and the Banker to the Offer, the Escrow Collection Bank/Public Offer Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrenceof occurrence of any of the events mentioned in Clause 3.2.1.1 in accordancewith Clause 3.2.1.23.2.1.
(c) Along with the Registrar to the Offer, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms hereinherein and Schedule IV A and Schedule IX hereto, the Red Xxxxxxx Prospectus and Applicable LawLaws.
(d) On or after the Bid/Offer Closing Date, acting along with the Registrar prior to the OfferDesignated Date, the Managers shall intimate the Designated Date to the Banker to Escrow Collection Bank, the Public Offer in accordance with Clause 3.2.3.1(b)Account Bank, the Refund Bank and the Sponsor Banks.
(e) On receipt of information from the Company, intimate in writing the date of the RoC Filing to the Banker to the Offer and the Registrar to the Offer.
(f) Provide instructions to Instruct the Public Offer Bankin Account Bank (with a copy to the Company and each of the Selling Shareholders) in the prescribed formsin forms in relation to transfer the details of funds the monies to be transferred from the Public Offer Account in terms of this Agreementaccordance with Clause 3.
5.3 No The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Offer. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Manager Managers (or agents of such other Manager, including sub-syndicate members of such other Managers) or other the Designated Intermediaries in connection with the Offer. The obligations, representations, undertakings, warranties, rights and liabilities of the Managers under this Agreement shall be several and not joint. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible to
(a) and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the computation of the STT or withholding tax payable in relation Managers shall, on issuing instructions to the Offer; orEscrow Collection Bank and the Registrar to the Offer in accordance with Clause 5.2 above, be fully discharged of their duties and obligations under this Agreement.
5.4 Subject to Clause 3.2.3.2 (b) payment of above, the STT or withholding tax payable in relation to the Offer. The obligation of the Managers in respect of the STT or any withholding tax will be limited to the remittance of such STT or withholding tax pursuant to and in accordance with Applicable Law.
5.4 Subject to Clause 3.2.3.2(b) above. Further, the collection Parties agree that in the event the Managers receive any communication or notice from Indian revenue authorities and/or are required to pay any amounts for any lapse on the part of any of the Selling Shareholders in payment and deposit of the STT to the Indian revenue authorities is the joint responsibility of all the Managers and only for any procedural considerationsuch tax, the Managers may authorize one invoke the indemnity against the relevant Selling Shareholder, in terms of this Agreement, the Offer Agreement or the Underwriting Agreement, as applicable. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agree that the Managers will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to act on their behalf Other Taxes, as applicable, or any similar obligation in connection with collection and deposit of STT relation to Indian revenue authorities.
5.5 The Managers shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circular.
5.6 The Managers shall identify the non-adherence of timelines and processes during the period of six Working Days proceeds realized from the Bid/Issue Closing Date as mentioned Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the UPI Circulars and submit a report Managers liable for: (a) determination of the quantum of the Securities Transaction Tax payable in relation to SEBI with a comprehensive analysis the Offer; or (b) payment of entities responsible for the delay and Securities Transaction Tax payable in relation to the reasons associated with itOffer.
Appears in 1 contract
DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids not procured by the Managersother Designated Intermediaries.
5.2 5.1 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below:
(a) If required, upon On the receipt of information from the Company and/or the Selling ShareholdersCompany, intimate in writing the Anchor Investor Bid/ Offer Period and the Bid/ Offer Opening Date prior to the opening of Banking Hours on the Anchor Investor Bid/ Offer Period to the Banker to the Offer and the Registrar in the form attached hereto as Annexure E.Registrar.
(b) On the receipt of information from the Company and/or the Selling Shareholders, inform the Registrar and the Banker to the Offer regarding the occurrenceof occurrence of any of the events mentioned in Clause 3.2.1.1 in accordancewith Clause 3.2.1.23.2.1.21.
(c) Along with the Registrar to the OfferRegistrar, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Offer Account to the account of the Company and the Selling Shareholders respectively and the Surplus Amounts to the Refund Account in accordance with the terms herein, the Red Xxxxxxx Prospectus and Applicable Law.
(d) On or after the Bid/Offer Closing Date, acting along with the Registrar to the Offer, the Managers shall intimate the Designated Date to the Banker to the Offer in accordance with Clause 3.2.3.1(b)Offer.
(e) On receipt of information from the Company, intimate in writing the date of the RoC Filing to the Banker to the Offer and the Registrar to the Offer.
(f) Provide instructions to the Public Offer Bankin Account Bank in the prescribed formsin forms in relation to transfer of funds from the Public Offer Account in terms of this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. The Managers shall be severally, and not jointly, responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement.
5.3 No Manager 5.2 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Manager or agents of such other Manager, or other Designated Intermediaries Party hereto in connection with the Offer. The obligationsManagers shall, representationson issuing all instructions as contemplated under Clause 0, undertakingsbe discharged of all its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, warranties, rights and liabilities each of the Parties hereby agree that the Managers under will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to withholding tax or any similar obligation in relation to proceeds realized from the Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall be several and not joint. Except as provided in Clause 5.4 below, make the Managers shall be severally (and not jointly) responsible to
liable for: (a) the computation determination of the STT or withholding tax quantum of the Securities Transaction Tax payable in relation to the Offer; or
or (b) payment of the STT or withholding tax Securities Transaction Tax payable in relation to the Offer. The obligation of the Managers in respect of the STT or any withholding Securities Transaction Tax to the relevant Indian income tax department/revenue authorities, will be limited to the remittance by the post-Offer BRLM (on behalf of the Managers) of such STT or withholding tax Securities Transaction Tax pursuant to and in accordance with Applicable Law.
5.4 Subject 5.3 The Parties acknowledge and agree that the deposit of the Securities Transaction Tax by the post-Offer BRLM (on behalf of the Managers) with the relevant Indian income tax department/ revenue authorities is only a procedural requirement as per applicable taxation laws and that the Managers shall neither derive any economic benefits from the transaction relating to Clause 3.2.3.2(b) above, the collection payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. The Managers agree that in the event one or more of the Managers receive any communication or notice from Indian revenue authorities and/or is required to pay any amounts for any lapse on the part of the Selling Shareholders in payment and deposit of such Securities Transaction Tax, the STT to Managers shall jointly, and/or severally, seek the Indian revenue authorities is indemnity against the joint responsibility Selling Shareholders, in terms of all this Agreement, the Offer Agreement or the Underwriting Agreement or any other agreement entered into between the Managers and only for any procedural consideration, the Managers may authorize one Selling Shareholders in relation to the Offer to the extent of the Managers to act on their behalf in connection with collection and deposit of STT to Indian revenue authoritiesSecurities Transaction Tax obligation.
5.5 5.4 The Managers BRLMs shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI CircularCirculars.
5.6 5.5 The Managers BRLMs shall identify the non-adherence of timelines and processes during the period of six Working Days from the Bid/Issue Closing Date as mentioned in the UPI Circulars and submit a report to SEBI with a comprehensive analysis of entities responsible for the delay and the reasons associated with it.
Appears in 1 contract
