Common use of Operation of the Escrow Account Clause in Contracts

Operation of the Escrow Account. 4.1 The Company hereby irrevocably empowers the Manager to issue written instructions (operating the Escrow Account, including term deposits, if any, and Special Account) Communications Regulations and instruct the Escrow Agent to act upon the Communications issued by the Manager, to the exclusion of any other person, in accordance with the provisions of the Regulations, including the Company. Any receipt of such Communications by the Escrow Agent shall be conclusive and binding upon the Escrow Agent. 4.2 The Escrow Agent shall hold the Escrow Amount in the Escrow Account and shall operate the Escrow Account exclusively on the instructions of Manager in accordance with this Agreement and the Buyback Regulations. Further, the Company hereby authorizes the Manager to instruct the Escrow Agent to transfer the amount lying to the credit of the Escrow Account and authorizes the Escrow Agent to acts per the instructions of the Manager, as provided in the Buyback Regulations. The Escrow Agent will not be bound by the provisions of any other agreement entered into amongst the parties hereto except this Escrow Agreement. 4.3 Upon closure of the tendering period of Buyback and receipt of the communication from the Manager substantially in the form specified in Schedule 3, the Escrow Agent shall transfer upto 90% of the Escrow Amount lying in the Escrow Account to the Special Account, within 1 (one) Business Day or within such other shorter period as may be required in compliance with the Buyback Regulations. Upon receipt of funds in the Special Account, the Escrow Agent shall promptly (but in no event later than same Business Day) notify to the Manager and the Company (as per format in Schedule 3A), the balance lying to the credit of the Special Account. 4.4 Upon completion of the obligations of the Company under the Buyback Regulations in relation to the payment of consideration to the Shareholders, the Manager shall issue a notice (Schedule 4) to the Escrow Agent stating that the Company has complied with its obligations under the Refund Notice Agent shall, within 1 (one) Business Day transfer/ release to the Company, the entire balance, account, the Escrow Agent to close the Escrow Account as well as Special Account in accordance with this Agreement and shall issue account closure certificate to the Company. 4.5 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent shall not have any lien, charge or right of set-off over the amounts lying to the credit of the Escrow Account with the Escrow Agent. The Escrow Agent or the Manager shall not be entitled to deduct from the Escrow Account any fees, expenses and disbursements charged or incurred by the Escrow Agent or the Manager, in connection with this Agreement. Further, funds lying to the credit of the Escrow Account shall not be utilized for any purpose other than as per the Buyback Regulations and/or this Agreement. 4.6 Notwithstanding anything to the contrary contained in this Agreement and subject to Applicable Law, the Escrow Account shall not be closed without the prior written approval of the Manager, whose consent shall not be unreasonably withheld.

Operation of the Escrow Account. 4.1 The Company hereby irrevocably empowers shall, on or before the Manager to issue written instructions (operating opening of the offer of the Buyback, deposit the Escrow Amount in the Escrow Account, including term deposits, if any, and Special Account) Communications Regulations and instruct the . The Escrow Agent Amount shall be equivalent to act upon the Communications issued by the Manager, to the exclusion of any other person, minimum escrow requirement calculated in accordance with the provisions Regulation 9(xi)(b) of the Buyback Regulations, including the Company. Any receipt of such Communications by the Escrow Agent shall be conclusive and binding upon the Escrow Agent. 4.2 The Escrow Agent shall hold the Escrow Amount in the Escrow Account and shall operate the Escrow Account exclusively on the instructions of Manager in accordance with this Agreement and the Buyback Regulations. Further, the Agreement. 4.3 The Company hereby authorizes the Manager Manager, to the exclusion of all other persons, to instruct the Escrow Agent in the form annexed at Schedule 4 to transfer 90% of the amount lying to the credit of in the Escrow Account and authorizes to the Special Escrow Agent to acts per the instructions Account in terms of the Manager, as Buyback Regulations and subject to the provisions of this Agreement. The Manager undertakes to issue these instructions widen the time period provided in the Buyback Regulations. The Escrow Agent will not be bound by undertakes to comply with these instructions forthwith upon their receipt and in no case later than the provisions of any other agreement entered into amongst the parties hereto except this Escrow Agreement. 4.3 Upon closure of the tendering time period of Buyback and receipt of the communication from the Manager substantially provided in the form specified in Schedule 3, the Escrow Agent shall transfer upto 90% of the Escrow Amount lying in the Escrow Account to the Special Account, within 1 (one) Business Day or within such other shorter period as may be required in compliance with the Buyback Regulations. Upon receipt of funds in Escrow Agent shall be provided by the Special AccountManager clear written instructions mentioning the Debit & Credit a/c numbers and the Amount which needs to be transferred. Also, if the Bulk transfers needs to be done then the required data shall be provided to the Escrow Agent shall promptly (but in no event later than same Business Day) notify to excel file format as well along with the Manager and the Company (as per format in Schedule 3A), the balance lying to the credit of the Special Accountcovering letter. 4.4 Upon completion of the obligations of the Company under the Buyback Regulations in relation to the payment of consideration to the Shareholders, the Manager shall issue a notice (Schedule 4) to the Escrow Agent stating that the Company has complied with its obligations under the Buyback Regulations (the "Refund Notice Notice") in the form annexed at Schedule 6. Upon receipt of the Refund Notice, the Escrow Agent shall, within 1 two (one2) Business Day transfer/ release Days transfer to the Company, the entire balance, accountif any, lying to the credit of the Escrow Agent to close the Escrow Account as well as Special Account in accordance with this Agreement and shall issue account closure certificate to the CompanyAccount. 4.5 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent shall not have any interest, Banker's lien, charge or right of set-off over the amounts lying to the credit of the Escrow Account with the Escrow Agent. The Escrow Agent or the Manager shall not be entitled to deduct from the Escrow Account any fees, expenses and disbursements charged or incurred by the Escrow Agent or the Manager, in connection with this Agreement. Further, funds lying to the credit of the Escrow Account shall not be utilized for any purpose other than as per the Buyback Regulations and/or this Agreement. 4.6 Notwithstanding anything to the contrary contained in this Agreement and subject to Applicable Law, the Escrow Account shall not be closed without the prior written approval of the Manager, whose consent shall not be unreasonably withheld.

Operation of the Escrow Account. 4.1 (a) The Company hereby irrevocably empowers Investors shall have an exclusive right over , the Manager to issue written instructions (operating Escrow Account together with all other monies lying in the Escrow Account, including term deposits, if any, and Special Account. (b) Communications Regulations and instruct The Escrow Account shall be held by the Escrow Agent Bank to act upon order of the Communications issued by Investors and shall be operated in terms of this Agreement. (c) The Company shall deposit the Manager, to Total Payout on or before the exclusion of any other person, Due Dates and the same shall be utilised/appropriated in accordance with Schedule II of this Agreement. (d) The Company shall intimate to the provisions Escrow Bank regarding the total amount to be transferred on the Due Date from the Escrow Account in the account of the Regulations, including Investors pursuant to and in accordance with Clause 3.1 (c) above. (e) The Escrow Bank confirms that it has received all the Company. Any approvals and authorisations and consents in relation to the operation and maintenance of the Escrow Account. (f) The Escrow Bank confirms that upon the receipt of such Communications by notice from the Investors intimating it of an occurrence of an Event of Default, the Escrow Agent Bank shall be conclusive and binding upon the Escrow Agent. 4.2 The Escrow Agent shall hold the Escrow Amount in cease to transfer/allow withdrawals of any amounts from the Escrow Account and shall operate the Escrow Account exclusively as per the instructions received from the Investors. (g) The Company shall continue to maintain and shall not close the Escrow Account so long as any amount is due to the Investors under the Transaction Documents and till such time that the Investors advises the Company and the Escrow Bank in writing that all amounts have been duly received by the Investors and that no other amounts is due and payable by the Company to the Investors under the Transaction Documents. (h) The Company shall not create any charge, lien or any encumbrance whatsoever on the instructions of Manager in accordance with this Agreement and the Buyback Regulations. Further, the Company hereby authorizes the Manager to instruct Total Payout or the Escrow Agent to transfer Account, without the amount prior written express consent of the Investors. (i) The Escrow Bank shall not contest or claim any right or set-off or lien on any balance lying to the credit of the Escrow Account and authorizes for the Escrow Agent to acts per the instructions of the Manager, as provided in the Buyback Regulations. The Escrow Agent will not be bound by the provisions of payment against any other agreement entered into amongst the parties hereto except this Escrow Agreement. 4.3 Upon closure of the tendering period of Buyback and receipt of the communication from the Manager substantially in the form specified in Schedule 3, the Escrow Agent shall transfer upto 90% of the Escrow Amount lying in the Escrow Account to the Special Account, within 1 (one) Business Day indebtedness or within such other shorter period as may be required in compliance with the Buyback Regulations. Upon receipt of funds in the Special Account, the Escrow Agent shall promptly (but in no event later than same Business Day) notify to the Manager and the Company (as per format in Schedule 3A), the balance lying to the credit of the Special Account. 4.4 Upon completion of the obligations liability or claim whatsoever of the Company under the Buyback Regulations in relation to the payment of consideration to the Shareholders, the Manager shall issue a notice (Schedule 4) to the Escrow Agent stating that the Company has complied with its obligations under the Refund Notice Agent shall, within 1 (one) Business Day transfer/ release to the Company, the entire balance, account, the Escrow Agent to close the Escrow Account as well as Special Account in accordance with this Agreement and shall issue account closure certificate to the Company. 4.5 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent shall not have any lien, charge or right of set-off over the amounts lying to the credit of the Escrow Account with the Escrow Agent. The Escrow Agent or the Manager shall not be entitled to deduct from the Escrow Account any fees, expenses and disbursements charged or incurred by the Escrow Agent or the Manager, in connection with this Agreement. Further, funds lying to the credit of the Escrow Account shall not be utilized for any purpose Bank other than as per that specified in the Buyback Regulations and/or this Agreement. 4.6 Notwithstanding anything to the contrary contained in this Agreement and subject to Applicable Law, the Escrow Account shall not be closed without the prior written approval of the Manager, whose consent shall not be unreasonably withheld.

Operation of the Escrow Account. 4.1 12.1 The Company hereby irrevocably empowers the Manager to issue written instructions (operating the Escrow Account, including term deposits, if any, and Special Account) Communications Regulations and instruct the Escrow Agent to act upon the Communications issued by the Manager, to the exclusion of any other person, in accordance with the provisions of the Regulations, including the Company. Any receipt of such Communications by the Escrow Agent shall be conclusive and binding upon the Escrow Agent. 4.2 The Escrow Agent shall hold the Escrow Amount in the Escrow Account and shall operate the Escrow Account exclusively on the instructions of Manager in accordance with this Agreement and the Buyback Regulations. Further, the Company hereby authorizes the Manager Buy Back to instruct the Escrow Agent Bank to transfer make such appropriation and / or payments from the amount amounts lying to the credit of the Escrow Account in terms of applicable law (in particular the SEBI Buy Back Regulations) and authorizes the Escrow Agent subject to acts per the instructions of the Manager, as provided in the Buyback Regulations. The Escrow Agent will not be bound by the provisions of this Agreement. Provided however, that the Escrow Bank shall not be obliged to check or ensure, and the Escrow Bank shall be entitled to presume, that any other agreement entered into amongst instructions given by the parties hereto except Manager to the Buy Back are in terms of applicable law, so long as such instructions are in terms of this Escrow Agreement. 4.3 Upon closure of the tendering period of Buyback and 12.2 On receipt of a written communication in the communication form set out in Annexure IV, Annexure V and Annexure VII and Annexure VIII hereto (“Payment Instructions”) from the Manager substantially to the Buy Back, directing the Escrow Bank to release the Escrow Amount or any portion thereof, in accordance with the Payment Instruction, for the purposes and in the form manner specified in Schedule 3Payment Instruction, the Escrow Agent bank shall transfer upto 90% act in accordance with the Payment Instruction. Provided however that, the Escrow Bank shall not be obliged to check or ensure that any Payment Instruction and the instructions given thereby are in accordance with applicable law except that the Escrow Bank shall carry a reasonable verification of the signatures of the Authorised Representatives with their records. 12.3 On receipt of Payment Instructions from the Manager to the Buy Back, directing the Escrow Bank to release the Escrow Amount lying in the Escrow Account to the Special Account, within 1 (one) Business Day or within such other shorter period as may be required in compliance with the Buyback Regulations. Upon receipt of funds in the Special Accountany portion thereof, the Escrow Agent bank shall promptly (but immediately process such instruction. In the event of inability to execute the Payment Instruction for any reason, the bank shall immediately communicate in no event later than same Business Day) notify writing, to the Manager and the Company (as per format in Schedule 3A), the balance lying to the credit of Buy Back and take necessary actions to execute the Special AccountPayment Instruction in the earliest possible time. 4.4 Upon completion of the obligations of the Company under the Buyback Regulations in relation to the payment of consideration to the Shareholders, the Manager shall issue a notice (Schedule 4) to the Escrow Agent stating that the Company has complied with its obligations under the Refund Notice Agent shall, within 1 (one) Business Day transfer/ release to the Company, the entire balance, account, the Escrow Agent to close the Escrow Account as well as Special Account in accordance with this Agreement and shall issue account closure certificate to the Company. 4.5 12.4 Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent no party shall not have any lien, charge or right of set-off over the amounts lying to the credit of the Escrow Account or on the sums of monies lying to the credit of the Special Account with the Escrow AgentBank and no amount shall be withdrawn from the Escrow Account and Special Account except as specifically provided in this Agreement or as prescribed by the SEBI Buy Back Regulations. The Escrow Agent or the Manager Bank shall not be entitled to deduct from the Escrow Account any fees, expenses and disbursements charged or incurred by the Escrow Agent or the Manager, Bank in connection with this Agreement. FurtherThe Escrow Bank shall be entitled to recover the amount of any such fees, funds lying expenses and disbursement only from the Company. Under no circumstances may the Escrow Bank, whether due to delay in receipt of payment of any fees, expenses or disbursements and all interest tax, service tax, all other imports, duties (including stamp duty in connection with this Agreement) and taxes (of any description whatsoever) as may be levied from time to time by the Government or other authority in respect of or in connection with the services being rendered to the credit of Parties under this Agreement from the Company or for any other reason, withhold any transfer from the Escrow Account Account. 12.5 The Company intends to Buy Back its Equity Shares through the tender offer route and as such confirms and undertakes due compliance with the SEBI Buy Back Regulations and all applicable law and fulfilment of its obligations under this Agreement at all times. The Escrow Bank shall not be utilized for under any purpose other than as per obligation to ensure adherence by the Buyback Regulations and/or this Agreement. 4.6 Notwithstanding anything Parties to the contrary contained in this Agreement and subject to Applicable Law, the Escrow Account shall not be closed without the prior written approval of the Manager, whose consent shall not be unreasonably withheldSEBI Buy Back Regulations or any applicable law at any time whatsoever.