Common use of GROUNDS AND CONSEQUENCES OF BREACH Clause in Contracts

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 In the event of any breach of any of the terms of this Agreement or the Fee Letters, each non-defaulting Party shall, without prejudice to the fees or expenses payable to it under this Agreement or the Fee Letters, have the absolute right to take such action as it may deem fit including terminating this Agreement (in respect of itself) or withdrawing from the Offer. The defaulting Party shall have the right to cure any such breach within a period of fifteen (15) Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (i) becoming aware of the breach; or (ii) being notified of the breach by a non-defaulting Party in writing. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences if any, resulting from such termination and withdrawal. 11.2 Notwithstanding Clause 11.1 above, in the event that the Company, its Affiliates or the Selling Shareholder fail to comply with any material provisions of this Agreement, the Lead Managers, severally, shall be entitled to recourse under this Agreement, including Clause 19 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement and/or the Fee Letters. 11.3 The termination of this Agreement or the Fee Letters by one Party shall not automatically terminate or suspend this Agreement or the Fee Letters with respect to any other Party. 11.4 The Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee Letters.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 10.1 In the event of any a breach of any of the terms of this Agreement or the Fee LettersEngagement Letter, each the non-defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement or the Fee LettersEngagement Letter, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 10 (15ten) Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) calendar days of the earlier of: (iA) becoming aware of the breach; orand (iiB) being notified of the breach by a the non-defaulting Party in writingParty. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 10.2 Notwithstanding Clause 11.1 Section 10.1 above, in the event that the Company, its Affiliates or the Promoter Selling Shareholder or any of their respective Affiliates fail to comply with any material of the provisions of this Agreement, each BRLM severally has the Lead Managersright to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourse under this Agreement, including Clause 19 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement and/or or the Fee Letters. 11.3 Engagement Letter. If a BRLM exercises this right, then BRLM shall not be liable to refund the monies paid to it, including fees, commissions, out-of- pocket expenses and expenses specified under the Engagement Letter, in the event of a breach caused due to acts or omissions of the Company, Promoter Selling Shareholder or any of their respective Affiliates. The termination or suspension of this Agreement or the Fee Letters Engagement Letter by one Party BRLM shall not automatically terminate or suspend this Agreement them or the Fee Letters have any other effect with respect to any other PartyBRLM. 11.4 The Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee Letters.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 10.1 In the event of any a breach of any of the terms of this Agreement or Agreement, the Fee Letters, each non-defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement or the Fee LettersAgreement, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 25 (15twenty five) Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) calendar days of the earlier of: (iA) becoming aware of the breach; orand (iiB) being notified of the breach by a the non-defaulting Party in writingParty. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 10.2 Notwithstanding Clause 11.1 10.1 above, in the event that the Company, its Affiliates or the Promoter Selling Shareholder or any of their respective Affiliates fail to comply with any material of the provisions of this Agreement, each BRLM severally has the Lead Managersright to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourse under this Agreement, including Clause 19 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement and/or or the Fee Letters. 11.3 Engagement Letter. If a BRLM exercises this right, then BRLM shall not be liable to refund the monies paid to it, including fees, commissions, out-of- pocket expenses and expenses specified under the Engagement Letter, only in the event of a breach caused due to acts or omissions of the Company, Promoter Selling Shareholder or any of their respective Affiliates. The termination or suspension of this Agreement or the Fee Letters Engagement Letter by one Party BRLM shall not automatically terminate or suspend this Agreement them or the Fee Letters have any other effect with respect to any other PartyBRLM. 11.4 The Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee Letters.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 10.1 In the event of any a breach of any of the terms of this Agreement or the Fee LettersAgreement, each any non-defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement to the extent such payment has become due and payable to such non-defaulting party prior to termination of the Agreement or withdrawal from the Fee Lettersoffer by such non-defaulting party, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 10 (15ten) Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) calendar days of the earlier of: (iA) becoming aware of the breach; orand (iiB) being notified of the breach by a non-defaulting Party in writing. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 10.2 Notwithstanding Clause 11.1 10.1 above, in the event that the Company, its Affiliates or the Selling Shareholder Shareholders or any of their respective Affiliates fail to comply with any material of the provisions of this Agreement, each BRLM severally has the Lead Managers, severally, shall be entitled right to recourse under immediately terminate this Agreement, including Clause 19 (Term Agreement with respect to itself and Termination) herein, withdraw from the Offer without prejudice to the compensation or expenses payable to it under this Agreement and/or the Fee Letters. 11.3 The termination of this Agreement or the Fee Letters by one Party shall not automatically terminate or suspend Engagement Letter into the extent such payments become due and payable to such BRLM prior to withdrawal. If a BRLM exercises this Agreement or the Fee Letters with respect to any other Party. 11.4 The Lead Managers right, then BRLM shall not be liable to refund any amounts the monies paid as to it, including fees, commissions, reimbursements, out-of-pocket expenses or and expenses specified under the Engagement. The termination or suspension of this Agreement or the Fee LettersEngagement Letter by or in respect of one BRLM shall not automatically terminate them or have any other effect with respect to any other BRLM.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 12.1 In the event of any a breach of any of the terms of this Agreement or the Fee LettersEngagement Letter, each the non-defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement or the Fee LettersAgreement, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 10 (15ten) Working Days calendar days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (iA) becoming aware of the breach; orand (iiB) being notified of the breach by a the non-defaulting Party in writingParty. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 12.2 Notwithstanding Clause 11.1 Section 12.1 above, in the event that the Company, its Affiliates or the Selling Shareholder Shareholders or any of their respective Affiliates fail to comply with any material of the provisions of this Agreement, each BRLM severally has the Lead Managersright to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourse under this Agreement, including Clause 19 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement and/or or the Fee Letters. 11.3 Engagement Letter. If a BRLM exercises this right, then BRLM shall not be liable to refund the monies paid to it, including fees, commissions, out-of- pocket expenses and expenses specified under the Engagement Letter, in the event of a breach caused due to acts or omissions of the Company, Promoter Selling Shareholders or any of their respective Affiliates. The termination or suspension of this Agreement or the Fee Letters Engagement Letter by one Party BRLM shall not automatically terminate or suspend this Agreement them or the Fee Letters have any other effect with respect to any other PartyBRLM. 11.4 The Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee Letters.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 13.1 In the event of any breach of any of the terms of this Agreement or the Fee LettersLetter, each non-non- defaulting Party shall, without prejudice to the fees compensation or expenses payable or the rights and remedies available to it under this Agreement or the Fee LettersLetter, have the absolute right to take such action as it may deem fit including terminating this Agreement (in respect of itself) or withdrawing from the Offer. The defaulting Party shall have the right to cure any such breach within a period of fifteen (15) 10 Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (i) i. becoming aware of the breach; or (ii) . being notified of the breach by a non-defaulting Party in writing. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences if any, resulting from such termination and withdrawal. 11.2 13.2 Notwithstanding Clause 11.1 13.1 above, in the event that the Company, its Affiliates or the Selling Shareholder Shareholders fail to comply with any material provisions of this Agreement, the Lead ManagersBRLMs, severally, shall be entitled to recourse recourses under this Agreement, including Clause 19 21 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement and/or or the Fee LettersLetter. 11.3 13.3 The termination of this Agreement or the Fee Letters Letter by one Party shall not automatically terminate or suspend this Agreement or the Fee Letters Letter with respect to any other Party. 11.4 The Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee Letters.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 ‌ 12.1 In the event of any breach of any of the terms of this Agreement or the Fee LettersLetter, each the non-defaulting Party shall, without prejudice to the fees compensation or expenses payable to it under this Agreement or the Fee LettersLetter, have the absolute right to take such action as it may deem fit including terminating this Agreement (in respect of itself) or withdrawing from the Offer. The defaulting Party shall have the right to cure any such breach within a period of fifteen (15) Working Days (or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (i) becoming aware of the breach; or (ii) being notified of the breach by a the non-defaulting Party in writing. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences if any, resulting from such termination and withdrawal. 11.2 Notwithstanding Clause 11.1 above, in 12.2 In the event that the Company, its Affiliates or breach is not cured within the Selling Shareholder fail to comply with any material provisions of this Agreementaforesaid period, the Lead Managers, severally, defaulting Party shall be entitled to recourse under this Agreementresponsible for the consequences if any, including Clause 19 (Term and Termination) herein, without prejudice to the compensation or expenses payable to resulting from such termination for which it under this Agreement and/or the Fee Lettersis legally liable. 11.3 12.3 The termination or suspension of this Agreement or the Fee Letters Letter by one Party shall not automatically terminate or suspend this Agreement or the Fee Letters Letter with respect to any other Party. 11.4 12.4 The Book Running Lead Managers shall not be liable to refund any amounts paid as fees, commissions, reimbursements, out-of-pocket expenses or expenses specified under this Agreement or the Fee LettersLetter, unless otherwise ordered by a court of competent and highest jurisdiction, as finally judicially determined.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 10.1 In the event of any a breach of any of the terms of this Agreement or the Fee LettersEngagement Letter, each non-the non- defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement or the Fee LettersEngagement Letter, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 10 (15ten) Working Days calendar days (or such earlier period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (i) becoming aware of the breach; orand (ii) being notified of the breach by a the non-defaulting Party in writingParty. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 10.2 Notwithstanding Clause 11.1 Section 10.1 above, in the event that the Company, its Affiliates Company or the Promoter Selling Shareholder fail to comply with any material of the provisions of this Agreement, each BRLM severally (and not jointly or jointly and severally) has the Lead Managersright to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourse under this Agreement, including Clause 19 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement and/or the Fee Letters. 11.3 The termination of this Agreement or the Fee Letters by one Party shall not automatically terminate or suspend Engagement Letter prior to such termination/ withdrawal. If a BRLM exercises this Agreement or the Fee Letters with respect to any other Party. 11.4 The Lead Managers right, then such BRLM shall not be liable to refund any amounts the monies paid as to it, including fees, commissions, reimbursements, out-of-pocket expenses or and expenses specified under the Engagement Letter. The termination or suspension of this Agreement or the Fee LettersEngagement Letter by or in respect of one BRLM shall be in accordance with Section 17 hereof.

GROUNDS AND CONSEQUENCES OF BREACH. 11.1 11.1. In the event of any a breach of any of the terms of this Agreement or the Fee LettersAgreement, each non-defaulting Party shall, without prejudice to the fees or expenses compensation payable to it under this Agreement or the Fee LettersAgreement, have the absolute right to take such action as it may deem fit fit, including terminating this Agreement (in respect of itself) or and withdrawing from the OfferOffer or terminating this Agreement with respect to such defaulting party. The defaulting Party shall have the right to cure any such breach within a period of fifteen 10 (15ten) Working Days days (or such earlier period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties in writing) of the earlier of: (i) becoming aware of the breach; orand (ii) being notified of the breach by a non-defaulting Party in writingParty. In the event that the breach is not cured within the aforesaid period, the defaulting Party shall be liable for the consequences consequences, if any, resulting from such termination and withdrawal. 11.2 11.2. Notwithstanding Clause Section 11.1 above, in the event that the CompanyCompany or the Company Affiliates, its Affiliates or the Selling Shareholder Shareholders or any of their respective Affiliates, fail to comply with any material of the provisions of this Agreement, each BRLM severally has the Lead Managersright to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourse under this Agreement, including Clause 19 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement and/or or the Fee Letters. 11.3 Engagement Letter. The termination or suspension of this Agreement or the Fee Letters Engagement Letter by or in respect of one Party BRLM shall not automatically terminate or suspend this Agreement them or the Fee Letters have any other effect with respect to any other PartyBRLM. 11.4 11.3. The termination of this Agreement shall not affect each BRLM’s right to receive any fees which may have accrued to it prior to the date of termination and reimbursement for out-of-pocket and other Offer related expenses incurred prior to such termination as set out in the Engagement Letter. 11.4. The Book Running Lead Managers shall not be liable to refund any amounts the monies paid as to them, including fees, commissions, reimbursements, commissions and reimbursement of out-of-pocket expenses expenses, in the event of a breach caused due to acts or expenses specified under this Agreement omissions of or otherwise due to fraud, gross negligence or wilful default of the Fee LettersCompany, or its Affiliates, Directors, employees, agents, advisors or representatives, the Selling Shareholders or his/her or its employees, agents, advisors or representatives.