GROUNDS AND CONSEQUENCES OF BREACH. 13.1 In the event of a breach of any of the terms of this Agreement or the Engagement Letter, the non- defaulting Party shall, without prejudice to the rights and remedies available to it under this Agreement and under Applicable Law, 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 10 (ten) Working Days (or such other period of time as the parties may mutually agree 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. 13.2 Notwithstanding Clause 13.1 above, in the event that the Company or the Selling Shareholders fail to comply with any provisions of this Agreement, the BRLMs, severally, shall be entitled to recourses under this Agreement, including Clause 21 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Letter. 13.3 The termination or suspension of this Agreement or the Engagement Letter by one BRLM shall not terminate, suspend or have any effect with respect to any other BRLM.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 12.1 In the event of a any breach of any of the terms of this Agreement or the Engagement Letter, the each non- defaulting Party shall, without prejudice to the rights and remedies available compensation or expenses payable to it under this Agreement and under Applicable Lawor the Engagement Letter, have the absolute right to take such action as it may deem fit, 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 10 (ten) Working Days (or such other period of time as the parties may mutually agree in writing) 15 days 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. Provided that, no amendments, supplements, corrections, corrigenda or notices to the RHP and Prospectus shall cure the breach of a representation or warranty made as of the date of the respective RHP or Prospectus to which such amendment, supplement, correction, corrigendum or notice was made.
13.2 12.2 Notwithstanding Clause 13.1 12.1 above, in the event that the Company Company, its Affiliates or the Selling Shareholders fail to comply with any provisions of this Agreement, the BRLMs, severally, shall be entitled to recourses under this Agreement, including Clause 21 20 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Letter.
13.3 12.3 The termination or suspension of this Agreement or the Engagement Letter by one BRLM Party shall not terminate, suspend automatically terminate this Agreement or have any effect the Engagement Letter with respect to any other BRLMParty.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 10.1 In the event of a breach of any of the terms of this Agreement or the Engagement LetterAgreement, the non- non-defaulting Party shall, without prejudice to the rights and remedies available compensation payable to it under this Agreement and under Applicable LawAgreement, have the absolute right to take such action as it may deem 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 10 ten (ten10) Working Days (or such other period of time as the parties may mutually agree in writing) calendar days of the earlier of:
i. (A) becoming aware of the breach; orand
ii. (B) 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.
13.2 10.2 Notwithstanding Clause 13.1 10.1 above, in the event that the Company or Company, the Selling Shareholders or any of their respective Affiliates fail to comply with any of the provisions of this Agreement, each BRLM severally has the BRLMs, severally, shall be entitled right to recourses under this Agreement, including Clause 21 (Term and Termination) herein, immediately withdraw from the Offer or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Fee Letter.
13.3 . The termination or suspension of this Agreement or the Engagement Fee Letter by one BRLM shall not terminate, automatically terminate or suspend them or have any other effect with respect to any other BRLM.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 10.1 In the event of a breach of any of the terms of this Agreement or the Engagement Letter, the non- non-defaulting Party shall, without prejudice to the rights and remedies available compensation payable to it under this Agreement and under Applicable LawAgreement, 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 10 (ten) Working Days calendar days (or such other period of time as the parties may mutually agree in writing) of the earlier of:
i. (i) becoming aware of the breach; orand
(ii. ) being notified of the breach by a the non-defaulting Party in writing. 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.
13.2 10.2 Notwithstanding Clause 13.1 10.1 above, in the event that the Company or Company, any of the Promoter Selling Shareholders fail or any of their respective Affiliates fails to comply with any of the provisions of this Agreement, each Manager severally has the BRLMsright to immediately withdraw from the Offer, severally, shall be entitled or to recourses under this Agreement, including Clause 21 (Term and Termination) herein, terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Letter.
13.3 . The termination or suspension of this Agreement or the Engagement Letter by one BRLM Manager shall not terminate, automatically terminate or suspend this Agreement or have any effect the Engagement Letter with respect to any other BRLMManager.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 11.1 In the event of a breach of any of the terms of this Agreement or the Engagement Letter, the non- defaulting Party shall, without prejudice to the rights and remedies available compensation payable to it under this Agreement and under Applicable LawAgreement, have the absolute right to take such action as it may deem fit, including 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 10 (ten) Working Days (or such other period of time as the parties may mutually agree in writing) calendar days of the earlier of:
i. (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.
13.2 11.2 Notwithstanding Clause 13.1 11.1 above, in the event that the Company or Company, the Selling Shareholders or any of their respective Affiliates fail to comply with any of the provisions of this Agreement, each of the BRLMsManagers severally have the right to immediately withdraw from the Offer either temporarily or permanently, severally, shall be entitled or to recourses under this Agreement, including Clause 21 (Term and Termination) herein, suspend or terminate their engagement without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Letter.
13.3 . The termination or suspension of this Agreement or the Engagement Letter by one BRLM Manager shall not terminate, suspend or have any effect with respect to any other BRLMManager.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 12.1 In the event of a any breach of any of the terms of this Agreement or the Engagement Fee Letter, the non- each non-defaulting Party shall, without prejudice to the rights and remedies available compensation or expenses payable to it under this Agreement and under Applicable Lawor the Fee Letter, have the absolute right to take such action as it may deem fit, 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 10 (ten) Working Days (or such other period of time as the parties may mutually agree in writing) days of the earlier of:
i. becoming aware of the breach; or
ii. being notified of the breach by a non-defaulting Party in writing, or such period as may be required under Applicable Law or by a Governmental Authority or as mutually agreed amongst the Parties 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.
13.2 12.2 Notwithstanding Clause 13.1 12.1 above, in the event that the Company or the Selling Shareholders fail to comply with any provisions of this Agreement, the BRLMs, severally, shall be entitled to recourses under this Agreement, including Clause 21 20 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Fee Letter.
13.3 12.3 The Book Running Lead Managers shall not be liable to refund the monies paid to them, including fees, commissions and reimbursement of out-of-pocket expenses, in the event of a breach caused due to acts or omissions of or otherwise due to fraud, gross negligence or wilful default of the Company, or its Affiliates, Directors, employees, agents, advisors or representatives, the Selling Shareholders or his/her or its employees, agents, advisors or representatives as specified in the Fee Letter.
12.4 The termination or suspension of this Agreement or the Engagement Fee Letter by one BRLM Party shall not terminate, suspend automatically terminate this Agreement or have any effect the Fee Letter with respect to any other BRLMParty.
Appears in 1 contract
Samples: Offer Agreement
GROUNDS AND CONSEQUENCES OF BREACH. 13.1 12.1 In the event of a any breach of any of the terms of this Agreement or the Engagement Fee Letter, the non- each non-defaulting Party shall, without prejudice to the rights and remedies available compensation or expenses payable to it under this Agreement and under Applicable Lawor the Fee Letter, have the absolute right to take such action as it may deem fit, 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 10 (ten) Working Days calendar days (or such other earlier period of time as may be mutually agreed among the parties may mutually agree 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.
13.2 12.2 Notwithstanding Clause 13.1 12.1 above, in the event that the Company or the Selling Shareholders fail to comply with any provisions of this AgreementAgreement (including any failure by the respective Affiliates to comply with such terms as are applicable to them), the BRLMs, severally, shall be entitled to recourses under this Agreement, including Clause 21 20 (Term and Termination) herein, without prejudice to the compensation or expenses payable to it under this Agreement or the Engagement Fee Letter.
13.3 12.3 The termination or suspension of this Agreement or the Engagement a Fee Letter by one BRLM shall not terminate, suspend or have any effect with respect to any other BRLM.
Appears in 1 contract
Samples: Offer Agreement