Representations and Warranties and Covenants. 9.1. The Company, hereby represents, warrants, undertakes and covenants as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, that: (a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement. (b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and (b) The Promoter Selling Shareholder shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.3. The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer. 9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 9.5. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties that: (a) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents; (c) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (d) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws. 9.6. The Banker to the Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 9.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 9.8. Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent and warrant, to the BRLMs, the Company and the Promoter Selling Shareholder that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor Bank, as the case may be and discharge their respective duties and obligations under this Agreement. 9.9. Each of BRLMs severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder that: (a) this Agreement constitutes a valid, legal and binding obligation on their part; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The Company, hereby represents, warrants, undertakes and covenants to the other Parties, on the date hereof and as on the dates of the Red Xxxxxxx Prospectus, the Prospectus, Allotment and date hereof, of listing and until the commencement of trading of the Equity Shares on the Stock ExchangesShares, that:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is Company and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and and, the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of any of the CompanyCompany or its Subsidiary, contravene any provision of Applicable Law or the constitutional documents of any of the Company or its Subsidiary or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company or its Subsidiary, are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer.
(b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(bc) The Promoter Selling Shareholder Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. The 9.2 Each of the Promoter Selling Shareholders, severally and not jointly, hereby represents, warrants and undertakes to the other Parties that with respect to itself and its portion of the Offered Shares, as of the date hereof, and as on the dates of the Red Xxxxxxx Prospectus, the Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, unless stated otherwise:
(a) This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against it in accordance with its terms, and the execution, delivery by it, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or violation of (i) any provision of Applicable Law that would adversely impact, in any material respect, its ability to comply with its obligations under this Agreement or (ii) any of its constitutional documents, or (iii) conflict with or constitute a default under any material agreement or contractual obligation binding on it, or result in the imposition of any Encumbrance on any of the properties or assets of the Promoter Selling Shareholder contravene any provisions of Applicable Law or any agreement or other instrument binding on it or to which any of the assets or properties of it is subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholders of obligations under this Agreement or the Other Agreements, except such as have been obtained or shall be obtained prior to the completion of the Offer;
(b) Subject to the applicable provisions of the Agreement, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. Each of the Promoter Selling Shareholders acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder STT in relation to the Offered SharesOffer is its sole obligation, and that such securities transaction tax STT shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purposeAgreement. The Promoter Selling Shareholder Shareholders agrees to retain an amount equivalent to the STT payable by them in respect of their portion of the Offered Shares as per Applicable Law in the Public Offer Account and authorize the Lead Managers to instruct the Public Offer Account Bank to remit such amounts at the instruction of the Lead Managers for payment of STT in the manner to be set out in the Offer Documents, and this Agreement. Each of the Promoter Selling Shareholders, severally and not jointly, acknowledges and agrees that the payment of STT in relation to the Offer for Sale is its obligation, and any deposit of such tax by the BRLMs Lead Managers is only a procedural requirement as per applicable laws taxation laws, and that the BRLMs Lead Managers shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs Lead Managers relating to the payment of securities transaction tax STT or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder Shareholders shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMsLead Managers, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs Lead Managers shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder Shareholders to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer. Such STT shall be deducted based on the opinion issued by a reputed chartered accountant, holding a valid peer review certificate, appointed by the Company (on behalf of the Promoter Selling Shareholders) and provided to the Lead Managers, and the Lead Managers shall have no liability towards the determination of the quantum of STT to be paid. The Lead Managers shall not be liable in any manner whatsoever to the Promoter Selling Shareholders for any failure or delay in the payment of the whole or any part of any part of any amount due as STT in relation to the Offer.
9.4. 9.3 The Registrar, Escrow Collection Bank Banks / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties Parties, as of the date hereof, and as of the dates of the RHP, Prospectus and up to the date of the commencement of listing and trading of Equity Shares that:
(a) This Agreement constitutes a valid, legal legally and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. 9.4 The Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling ShareholderShareholders, as of the date hereof, and as of the dates of RHP, Prospectus and up to the date of commencement of listing and trading of Equity Shares, to the other Parties that:
(a) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI BTI Regulations and has been granted a UPI certification as specified in the November 2018 Circular and the SEBI UPI Circulars with the NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(b) it has they have conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents;
(c) it has its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Banks; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices;
(d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences that affect such confirmation to the SEBI; and
(de) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.”
9.6. 9.5 The Banker Bankers to the Offer representsrepresent, warrantswarrant, undertakes undertake and covenants covenant for itself to the BRLMsLead Managers, the Company and the Promoter Selling Shareholder Shareholders that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended SEBI BTI Regulations or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank Banks / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have has not violated any of the conditions subject to which the registration has been granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) SEBI BTI Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. 9.6 The Escrow Collection Bank Banks confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. 9.7 Each of the Escrow Collection BankBanks, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank Banks further represent and warrant, to the BRLMsLead Managers, the Company and the Promoter Selling Shareholder Shareholders, on behalf of itself and its Correspondent Banks, if any, that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection BankBanks, Public Offer Account Bank, Refund Bank or Sponsor BankBanks, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. 9.8 Each of BRLMs the Lead Manager severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder Shareholders that:
(a) this Agreement constitutes a validhas been duly authorized, legal executed and delivered by it and is valid and legally binding obligation on their partobligation, in accordance with Applicable Law; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM Lead Manager has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The Company, hereby represents, warrants, undertakes and covenants Company as of the date hereofof this Agreement, and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, thatrepresent, warrant, covenant and undertakes to the other Parties the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement , and each is and shall or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement.; and
(b) No The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Issue Account, Refund Account or the monies deposited therein.
9.2. 9.2 The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(b) The Promoter Selling Shareholder Company shall not have recourse to any proceeds of the OfferIssue, including any amounts in the Public Offer Issue Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. 9.3 The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation Registrar to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The RegistrarIssue, Escrow Collection Bank / the Public Offer Issue Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, ,
(a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the OfferIssue; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claimclaims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Issue Account, Refund Account or the monies deposited therein.
9.5. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the members of the Syndicate, the Company and the Promoter Selling Shareholderother Parties, as of the date hereof, to of this Agreement and until the other Parties commencement of listing and trading of the Equity Shares on the Stock Exchanges that:
(a) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Issue, and it is in compliance with the terms and conditions of such certification;
(b) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar to the Issue and transfer agents;
(c) it has their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices;
(d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per banks and the format specified in the SEBI UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and
(de) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.”
9.6. The Banker 9.5 Each of the Bankers to the Offer Issue represents, warrants, undertakes and covenants for itself to the BRLMsManagers, the Company Company, as of the date of this Agreement and until the Promoter Selling Shareholder commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker Bankers to the Offer Issue in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the OfferIssue, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Issue Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities shall and, until completion of the OfferIssue, will be entitled to carry on business as Banker Bankers to the Offer Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and Laws. Further, each of the Bankers to the Issue confirms that they have it has not violated any of the conditions subject to which the such registration has been granted. Further, the Banker to the Offer confirms that granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. 9.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. 9.7 Each of the Escrow Collection Bank, the Public Offer Issue Account Bank, the Refund Bank and the Sponsor Bank Banks further represent and warrant, to the BRLMsManagers, the Company on behalf of itself and the Promoter Selling Shareholder its Correspondent Banks, that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Issue Account Bank, Refund Bank or Sponsor BankBanks, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. 9.8 Each of BRLMs Managers severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM Manager has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. The Company, hereby represents, warrants, undertakes and covenants to the other Parties, on the date hereof and as of the date hereof, hereof and at all times until the date of commencement of listing and trading of the Equity Shares on the Stock Exchanges, thatthe following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement.;
(b) No The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(bc) The Promoter Selling Shareholder Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.39.2. The Promoter Selling Shareholder acknowledges representations, warranties, undertakings and agrees that the payment of securities transaction tax is the sole obligation covenants of the Promoter Selling Shareholder in relation to the Offered SharesShareholder, Investor Selling Shareholder, and that such securities transaction tax Other Selling Shareholder shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be as set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. below:
A. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement Shareholder, represents, warrants and undertakes as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment date hereof and as of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any dates of the BRLMs relating to Red Xxxxxxx Prospectus the payment of securities transaction tax or any other tax or claim or demand in relation to the OfferProspectus, Bid / Offer Opening Date, Bid/ Offer Closing Date and Allotment, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties thatfollowing:
(a) This Agreement constitutes has been duly authorized, executed and delivered by it and is a validvalid and legally binding instrument, legal and binding obligation on their respective parts enforceable against the respective parties, it in accordance with its terms, and the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties that:
(a) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents;
(c) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI; and
(d) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.
9.6. The Banker to the Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and shall not conflict with, result in a breach or violation of, (i) any provision of Applicable Law that it is not debarred or suspended from carrying on would adversely impact, in any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of material respect, its ability to comply with its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, Agreement and the terms and conditions of this Agreement.
9.7. The Escrow Collection Bank confirms that Other Agreements (to which it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent and warrant, to the BRLMs, the Company and the Promoter Selling Shareholder that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor Bank, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. Each of BRLMs severally represents, warrants, undertakes and covenants severally (and not jointlyis a party) to each other and to the Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM has been duly authorized.or
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. The CompanyParties to this agreement hereby, hereby represents, warrants;
a. it has the corporate power and authority or capacity, to enter into this Agreement and perform its obligations hereunder; and
b. all consents, approvals and authorisations (if any) required to be obtained by the Parties for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.
9.2. The Company hereby, represents, warrants, covenants and undertakes and covenants to other Parties, as of the date hereofhereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment of and until the commencement of trading Listing of the Equity Shares on the Stock Exchanges, thatthe following:
(a) 9.2.1. This Agreement has been and or will be duly authorized, executed and delivered by the Company. This Agreement is and or shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of the Company Entities or any agreement or other instrument binding on the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement.
(b) 9.2.2. No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance Encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein.
9.29.2.3. The Company undertakes and agrees that it shall not access or have recourse to the proceeds from the Fresh Issue until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the Companies Act, 2013.
9.3. The Promoter Selling Shareholder hereby represents, warrants warrants, covenants and undertakes that with respect to herself and the Offered Shares, as of the date hereofhereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment of and until the commencement of trading Listing of the Equity Shares on the Stock Exchanges, the following:
(a) 9.3.1. This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder it and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by it, and the Promoter performance by it of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, its constitutional documents, or any material agreement binding on it or to which any of its assets or properties are subject, or result in the imposition of Encumbrance on any of its portion of its Offered Shares.
9.3.2. It has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including offer and transfer its portion of the Offered Shares held by it pursuant to the Offer. It has not been declared insolvent and no steps have been taken for its winding up, liquidation or insolvency under any Applicable Law.
9.3.3. It shall not access or have recourse to the money raised in the Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchanges.
9.4. Each of the Other Selling Shareholders, hereby severally (and not jointly) on behalf of itself (and not the Other Selling Shareholders) represent, warrant, covenant and undertake, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and Listing of the Equity Shares on the Stock Exchanges, the following:
9.4.1. This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against such Other Investor Selling Shareholder in accordance with its terms, and the execution and delivery by such Other Selling Shareholder, and the performance by the Promoter Selling Shareholder it of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter such Other Selling Shareholder, contravene any provision of Applicable Law Law, its constitutional documents, or any agreement or other instrument binding on the Promoter such Other Selling Shareholder or to which any of the assets or properties of the Promoter such Other Selling Shareholder are subject.
9.4.2. It has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including to invite Bids for, offer and transfer its portion of the Offered Shares held by it pursuant to the Offer. It has not been declared insolvent by any court under any Applicable Law and there are no petitions that it has received written notice of that have been admitted in any court/tribunal for its winding up, liquidation or appointment of an insolvency professional or receivership under any Applicable Law.
9.4.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein.
9.4.4. It shall not access or have recourse to the money raised in the Offer for Sale until the receipt of the final listing and trading approvals from the stock exchanges by the Company.
9.5. The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, BRLMs and the Registrar to the Offer represent, warrant, covenant and undertake, severally and not jointly, to each other and to the other Parties that, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof;
(ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(biii) The Promoter Selling Shareholder no Encumbrances shall not have recourse to any proceeds of be created by it over the OfferEscrow Accounts, including any amounts in the Public Offer Refund Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer monies deposited therein.
9.6. Each Sponsor Bank specifically represents and warrants as of date hereof, as of the relevant amount Red Xxxxxxx Prospectus and the date of securities transaction tax Allotment pursuant to such BRLM from the Public Offer Account, and immediately until the commencement of trading of the Equity Shares on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into and covenants and undertakes, for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) itself to the other Parties that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties that:
(ai) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(bii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar registrar and transfer agents;
(ciii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation provided to the SEBI;
(iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their documentation and functional specifications; (B) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and
(dv) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawsLaw.
9.69.7. The Banker to Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks severally represents, warrants, undertakes and covenants for itself as of date hereof, as of the Red Xxxxxxx Prospectus and the date of Allotment pursuant to the Offer and until the commencement of trading of the Equity Shares on the Stock Exchanges to the BRLMs, the Company and the Promoter Selling Shareholder Shareholders that it is a scheduled bank as defined under the Companies Act and that the SEBI has granted it a ‘Certificate certificate of Registration’ registration to act as Banker banker to the Offer offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, BTI Regulations and such certificate is andis, and until completion of the Offer, will be be, valid and in existence existence, and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bankit is, in their respective capacities shall and, and until completion of the Offer, will be be, entitled to carry on business as Banker a banker to the Offer offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been grantedLaw. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. Each each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and warrantno disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and/or under Applicable Law and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, to and that it shall abide by the BRLMsSEBI Regulations, the Company stock exchange regulations, code of conduct stipulated in the BTI Regulations and the Promoter Selling Shareholder terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time.
9.8. Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby represents as of the date hereof and until completion of the Offer that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, Refund Bank or and the Sponsor BankBanks, as the case may be applicable, and discharge their respective its duties and obligations under this Agreement.
9.9. Each This Agreement shall also be subject to such additional conditions of BRLMs severally represents, warrants, undertakes force majeure and covenants severally (and not jointly) to each other and to termination that may be mutually agreed upon by the Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM has been duly authorizedParties.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. The Company, hereby represents, Company represents and warrants, undertakes and covenants as of the date hereof, hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, thatand covenants and undertakes, the following:
(a) 9.1.1. This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-pre- emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of any of the Company Entities or any agreement or other instrument binding on any of the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer.
9.1.2. The Company has obtained and shall obtain all approvals, consents and authorizations, as applicable and has made and shall make all necessary notifications which are material for the Company, including any Governmental Authority and/or under contractual arrangements by which it or its assets may be bound, in relation to the Offer and for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents, including, without limitation, written consents or waivers of lenders (bincluding any lenders to the Promoters) No mortgage, charge, pledge, lien, trust or and any other securitythird party having any pre-emptive rights, interest or other encumbrance and has complied with, and shall comply with, the terms and conditions of such approvals, consents and authorizations. The Company has complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto.
9.1.3. No Encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein.
9.1.4. The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Offer, including any amounts in the Public Offer Account, until receipt of the final listing and trading approvals from the Stock Exchanges.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with (in respect to herself of itself and the Offered Shares) hereby represents and warrants, as of the date hereof, hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, and covenants and undertakes, the following:
(a) 9.2.1. This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the such Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the such Promoter Selling Shareholder, contravene any provision of Applicable Law or any agreement or other instrument binding on the such Promoter Selling Shareholder or to which any of the assets or properties of the such Promoter Selling Shareholder are subjectsubject or its constitutional documents, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and.
(b) The Promoter Selling Shareholder shall not have recourse 9.2.2. It has the corporate authority to any proceeds of enter into this Agreement and to invite Bids for, offer, allot and transfer the Offered Shares pursuant to the Offer.
9.2.3. No Encumbrance shall be created or exist over the Escrow Accounts, including any amounts in the Public Offer Account, the Refund Account or the monies deposited therein.
9.2.4. The Promoter Selling Shareholder undertakes and agrees that it shall not access or have recourse to the proceeds of the Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchanges have been obtained by the CompanyExchanges.
9.3. The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation to the Offered SharesEscrow Collection Bank, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from Bank, the Escrow Accounts Refund Bank and the ASBA Accounts to Sponsor Banks, BRLMs and the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation Registrar to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake covenant and covenant (undertake, severally and not jointly) , to each other and to the other Parties that, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges:
(ai) This this Agreement constitutes a valid, legal and binding obligation on their respective parts part, enforceable against the respective parties, parties in accordance with the terms hereof;
(bii) The the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, and will not contravene (a) any respective provision of Applicable LawsLaw, (b) their respective the constitutional documentsdocuments of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, undertaking to which it is a party or which is binding on them such Party or any of their respective its assets and no consent, approval, authorization or order of, or qualification with, any Government Governmental Authority is required for the performance by them it of their respective its obligations under this Agreement, except such as has have been obtained or shall be obtained prior to the completion of the Offer; and
(ciii) No no mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist by it over the Cash Escrow Accounts, the Refund Account, the Public Offer Account, Refund Account or the monies deposited therein.
9.59.4. The Each Sponsor Bank Bank, severally and not jointly, specifically represents, warrants, undertakes represents and covenants for itself to the members warrants as of the Syndicate, the Company and the Promoter Selling Shareholderdate hereof, as of the date hereof, to hereof and until the other Parties thatcommencement of trading of the Equity Shares on the Stock Exchanges:
(ai) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(bii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor BankBanks, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar registrar and transfer agents;
(ciii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI;
(iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their documentation and functional specifications; (B) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and
(dv) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawsLaw.
9.69.5. The Banker to Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, severally and not jointly, represents, warrants, undertakes and covenants for itself to the BRLMs, members of the Syndicate and the Company and the Promoter Selling Shareholder as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and that the SEBI has granted it a ‘Certificate certificate of Registration’ registration to act as Banker banker to the Offer offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, BTI Regulations and such certificate is andis, and until completion of the Offer, will be be, valid and in existence existence, and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bankit is, in their respective capacities shall and, and until completion of the Offer, will be be, entitled to carry on business as Banker a banker to the Offer offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been grantedLaw. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. Each each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and warrantno disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, to and that it shall abide by the BRLMsSEBI Regulations, the Company stock exchange regulations, code of conduct stipulated in the BTI Regulations and the Promoter Selling Shareholder terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time.
9.6. Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby represents as of the date hereof and until completion of the Offer that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, Refund Bank or and the Sponsor BankBanks, as the case may be applicable, and discharge their respective its duties and obligations under this Agreement.
9.99.7. Each None of BRLMs severally representsthe Registrar, warrantsthe Escrow Collection Bank, undertakes and covenants severally (and not jointly) to each other and to the Company Public Offer Account Bank, the Refund Bank and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a validSponsor Banks, legal and binding obligation on their part; and
(b) the executionAffiliates, delivery and performance nor any of this Agreement and their respective directors, officers, employees, agents, or representatives, or any other document related thereto person associated with or acting on behalf of any of the foregoing has made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security; under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act or would render invalid (for the purpose of the offer and sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided under section 4(a) thereof or by such BRLM has been duly authorizedRule 144A thereunder or by Regulation S thereunder.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. The CompanyEach of the Company and the each of the Individual Selling Shareholders, hereby representsjointly and severally represents and warrants to each of the BRLMs, warrants, undertakes and covenants as of the date hereof, hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, thatand covenants and undertakes, the following:
(a) 9.1.1. This Agreement agreement entered into in connection with the Offer has been and will be duly authorized, executed and delivered by the Company. This Agreement Company and is and shall be a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall Agreement, does not and will not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company, or any Agreements and Instruments or result in the imposition of any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance by whatever name called or transfer restrictions, both present and future (“Encumbrance”) on any property or assets of the Company or any agreement Equity Shares, Preference Share or other instrument binding on the Company or to which any securities of the assets or properties of the Company are subjectCompany), and no corporate or other consent, approval, authorization (including, written consents or waivers of lenders and any other third party having any pre-emptive rights) or order of, or qualification with, any Governmental Authority governmental body or agency is required for the performance by the Company of its obligations under Applicable Law and/or this Agreement, the Fee Letter, any other agreement entered into in connection with the Offer, except such as have been obtained or shall be obtained prior to the completion of the Offer, or for any invitation, offer, issuance or allotment of the Equity Shares, and has complied with, and shall comply with, the terms and conditions of such approvals. Further, the activities which have been carried out by the Company and its Subsidiaries in the last 10 years are valid in terms of the object clause of their respective constitutional documents and the Company is not aware of any event which with the passage of time or delivery of notice would result in a default or acceleration under, or in a violation of, any obligation, covenant or condition, including financial covenants, contained in any Agreements and Instrument.
9.1.2. The Company and its Subsidiaries have obtained and shall obtain all approvals, consents and authorizations, as applicable and has made and shall make all necessary notifications, including any Governmental Authority and/or under contractual arrangements by which it or its assets may be bound, in relation to the Offer and for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents, including, without limitation, written consents or waivers of lenders (bincluding any lenders to the Promoters) No mortgageand any other third party having any pre-emptive rights, chargeand has complied with, pledgeand shall comply with, lienthe terms and conditions of such approvals, trust consents and authorizations. The Company and its Subsidiaries have complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto.
9.1.3. The Company shall not, and shall not permit or authorize any of its Affiliates, directors, officers, employees, agents, representatives or any persons acting on any of their behalf (other securitythan the Lead Managers or any of their Affiliates, interest as to whom no undertaking is provided) to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the transactions contemplated by this Agreement to any subsidiaries, joint venture partner or other encumbrance individual or entity or fund facilities or any activities of business (i) involving or for the benefit of any Restricted Party or in any country or territory that is, or whose government is, the subject of Sanctions; (ii) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is subject of Sanctions; or (iii) in any other manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise) or becoming a Restricted Party. The Company has instituted and maintains policies and procedures to prevent Sanctions violations by the Company, its Affiliates and by directors, officers, employees, agents, representatives and persons acting on any of their behalf;
9.1.4. The Company and its Subsidiaries have been duly incorporated, registered and validly exist as a company under the Applicable Law and no steps have been taken, whether by way of an insolvency resolution, the appointment of an insolvency professional or otherwise, for winding up, liquidation, receivership or bankruptcy of the Company or its Subsidiaries under Applicable Law, including the Insolvency and Bankruptcy Code, 2016 and the Company and its Subsidiaries have the corporate power and authority to own or lease its movable and immovable properties and to conduct its business (including as described in the Offer Documents), and the business operations of the Company and its Subsidiaries have been and are conducted in compliance with Applicable Law except where any non-compliance will not result in any Material Adverse Change. Except as disclosed in the DRHP and as will be disclosed in the RHP and Prospectus, the Company has no subsidiaries, joint ventures and associate companies or investment in any other entities;
9.1.5. No Encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein.
9.1.6. The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Offer, including any amounts in the Public Offer Account, until receipt of the final listing and trading approvals from the Stock Exchanges.
9.2. The Promoter Each Individual Selling Shareholder hereby represents, warrants and undertakes that with (in respect to herself of itself and the Offered Shares) jointly and severally represent, warrant, covenant and undertake to each of the BRLMs, as of the date hereof, hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) 9.2.1. This Agreement has been and will be duly authorized, executed and delivered by the Promoter Individual Selling Shareholder Shareholders and is and will be a valid and legally binding instrument, enforceable against the Promoter Individual Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Individual Selling Shareholder, and the performance by the Promoter such Individual Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter such Individual Selling Shareholder, contravene any provision of Applicable Law or any agreement or other instrument binding on the Promoter such Individual Selling Shareholder or to which any of the assets or properties of the Promoter such Individual Selling Shareholder are subjectsubject or its constitutional documents, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Individual Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and;
(b) 9.2.2. They have the power and capacity to enter into this Agreement and to invite Bids for, offer, allot and transfer the Offered Shares held by them pursuant to the Offer in compliance with Applicable Law;
9.2.3. The Promoter execution and delivery by the Individual Selling Shareholder shall not have recourse to any proceeds Shareholders of and performance by the Individual Selling Shareholders of their obligations under this Agreement, the Offer for Sale of the OfferOffered Shares as contemplated under this Agreement and as will be contemplated under the Offer Documents, including and the consummation of the transactions contemplated by this Agreement will not contravene any amounts Applicable Law or contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument to which they are a party or bound, or to which any of their property or assets are subject, which could reasonably be expected to result in a Material Adverse Change on their ability to consummate the Offer for Sale or fulfil their related obligations hereunder; and no approval, license or registration will be required under Applicable Law in connection with the foregoing, except such as have been obtained and are in full force and effect;
9.2.4. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein;
9.2.5. The Individual Selling Shareholder Statements, in relation to the Individual Selling Shareholders and their Offered Shares, in the Offer Documents are (i) true, fair, correct, accurate, not misleading and without omission of any matter that is likely to mislead, and adequate to enable prospective investors to make a well informed decision; and (ii) true and accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in accordance with Applicable Law;
9.2.6. The Individual Selling Shareholders shall not, and shall not permit or authorize any of their respective Affiliates, employees, agents, representatives or any persons acting on any of their behalf (other than the Lead Managers or any of their Affiliates, as to whom no undertaking is provided) to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the transactions contemplated by this Agreement to any individual or entity or fund facilities or any activities of business: (i) involving or for the benefit of any Restricted Party or in any country or territory that is the subject of Sanctions, (ii) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is subject of Sanctions, or (iii) in any other manner that will cause or result in a violation by any person participating in the Offer in any capacity whatsoever (whether as underwriter, advisor or otherwise), in each case in any other manner that would reasonably be expected to result in the Company being in breach of any Sanctions or becoming a Restricted Party. It has instituted and maintains policies and procedures to prevent sanctions violations by it, its Affiliates and by directors, officers, employees, agents, representatives and any persons acting on any of their behalf;
9.2.7. The Individual Selling Shareholders agree that all representations, warranties, undertakings and covenants made by them in this Agreement or the Engagement Letter relating to or given by them, respectively, have been made by them after due consideration and inquiry, and that the Lead Managers is entitled to seek recourse from them for any breach of any respective representation, warranty, undertaking or covenant relating to or given by them;
9.2.8. The Individual Selling Shareholders represent and warrant to the Lead Managers that except for this Agreement, the Engagement Letter, and any underwriting or syndicate agreement that may be entered into among, inter-alia, the Company, the Selling Shareholders and the Lead Managers, there are no contracts, agreements or understandings between Individual Selling Shareholders and any person for a brokerage commission, finder's fee or other like payment in connection with the Offer; and
9.2.9. They shall not access or have recourse to the proceeds of the Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchanges have been obtained by the CompanyExchanges.
9.3. The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties that:
(a) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents;
(c) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI; and
(d) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.
9.6. The Banker to the Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent and warrant, to the BRLMs, the Company and the Promoter Selling Shareholder that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor Bank, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. Each of BRLMs severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The Company, hereby represents, Company represents and warrants, undertakes and covenants as of the date hereofhereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, Bid /Offer Opening Date, the Allotment of Equity Shares and until the commencement of trading of the Equity Shares on in the Stock ExchangesOffer, thatcovenants and undertakes the following:
(ai) This the execution, delivery and performance of this Agreement by the Company has been duly authorized and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subjectCompany, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority or any third party is required for the performance by the Company of its obligations under this Agreement.
(b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and;
(bii) The Promoter Selling Shareholder the Company shall not create mortgage, charge, pledge, lien, trust, security interest or other Encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein, other than as may be expressly provided under this Agreement;
(iii) the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained; and
(iv) It shall pay stamp duty on the issue of Equity Shares in the Fresh Issue, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Delhi.
9.2 The Investor Selling Shareholder represents and warrants, as of the date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus, the Allotment and Listing of Equity Shares in the Offer with respect to itself and the Offered Shares, covenants and undertakes the following:
(a) this Agreement has been and will be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it and the performance by it of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law or any of its constitutional documents or any agreement or other instrument binding on it, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations, except such as have been obtained or shall be obtained prior to the completion of the Offer;
(b) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and
(c) Subject to Applicable Law, it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchanges has been obtained by the Company.
9.3. The Promoter 9.3 Each of the Other Selling Shareholder acknowledges represents and agrees that the payment of securities transaction tax is the sole obligation warrants, as of the Promoter Selling Shareholder date hereof and as of the dates of each of the Red Xxxxxxx Prospectus, the Prospectus and the Allotment of Equity Shares in relation the Offer upto the date of listing with respect to itself and the Offered Shares, covenants and that undertakes the following:
(a) this Agreement has been duly authorized, executed and delivered by (or on behalf of) him/ her and is a valid and legally binding instrument, enforceable against him/her in accordance with its terms, and the execution and delivery by him/ her of and the performance by him/ her/ it his obligations under, this Agreement shall not conflict with, result in a breach or violation of any provision of Applicable Law, or any agreement or other instrument binding on him/ her or to which any of his/ her assets or properties are subject, or the imposition of Encumbrance on any of his/ her properties or assets, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by him/ her of his/ her/ obligations under this Agreement, except such securities transaction tax as have been obtained or shall be payable either directly from obtained prior to the Public Offer Account after transfer completion of funds from the Offer;
(b) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from Accounts, the Public Offer Account, and immediately on receipt Refund Account or the monies deposited therein;
(c) He/she shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account until the final listing and trading approvals approval from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale Exchanges has been obtained by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the OfferCompany.
9.4. 9.4 The Registrar, Escrow Collection Bank / Bank, the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacitiesthe Refund Bank, represent, the Sponsor Bank and the Registrar represent and warrant, as of the date hereof and up to the completion of the Offer, and undertake and covenant severally (severally and not jointly) to the other Parties that:
(ai) This this Agreement constitutes a valid, legal and binding obligation on their respective parts part, enforceable against the respective parties, parties in accordance with the terms hereof;
(bii) The the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, and will not contravene (a) any respective provision of Applicable LawsLaw, (b) their respective the constitutional documentsdocuments of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, undertaking to which it is a party or which is binding on them such Party or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offerits assets; and
(ciii) No no mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created or exist by it over the Cash Escrow Accounts, the Refund Account, the Public Offer Account, Refund Account or the monies deposited therein, other than as specified in this Agreement.
9.5. 9.5 The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties Shareholders that:
(a) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification;
(b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar registrar and transfer agents;
(c) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI; and
(d) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and Applicable LawsLaw.
9.6. The Banker to 9.6 Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants for itself to the BRLMsmembers of the Syndicate, the Company and the Promoter Selling Shareholder Shareholders that it is a scheduled bank as defined under the Companies Act and that the SEBI has granted it a ‘Certificate certificate of Registration’ registration to act as Banker banker to the Offer offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, BTI Regulations and such certificate is andis, and until completion of the Offer, will be be, valid and in existence existence, and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bankit is, in their respective capacities shall and, and until completion of the Offer, will be be, entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and that they have not violated any of the conditions subject to which the registration has been grantedLaw. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. Each each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank further represent severally confirms that it has not violated any of the conditions subject to which the registration has been granted and warrant, to no disciplinary or other proceedings have been commenced against it by the BRLMsSEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the Company stock exchange regulations, code of conduct stipulated in the BTI Regulations and the Promoter Selling Shareholder terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time.
9.7 Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Offer that it has and will shall continue to have the necessary authority, competence, facilities and infrastructure to act as an the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank, Refund Bank or and the Sponsor Bank, as the case may be applicable, and discharge their respective its duties and obligations under this Agreement.
9.99.8 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), the Bidder shall be compensated in accordance with the SEBI ICDR Regulations, UPI Circulars and other Applicable Laws. Each The Lead Managers shall, in their sole discretion, identify and fix the liability on the intermediary responsible for the delay in unblocking (the “Relevant Intermediary”). In addition to the above, by way of BRLMs severally representsthe SEBI Refund Circulars read with SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated Xxxxx 00, warrants0000, undertakes and covenants severally (and not jointly) XXXX has put in place measures to each other have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the Lead Managers, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI Refund Circulars, as applicable. The Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part; and
(b) the execution, delivery and performance agree that Lead Managers are not responsible for unblocking of this Agreement account and any delay in unblocking is sole responsibility of SCSBs.
9.9 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other document related thereto by such BRLM has been duly authorized.person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The Company, hereby represents, warrants, undertakes and covenants Company as of the date hereofof this Agreement, and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, thatrepresent, warrant, covenant and undertakes to the other Parties the following:
(a) This Agreement has been and the Other Agreements have been and will be duly authorized, executed and delivered by the Company. This Agreement , and each is and shall or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-pre- emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement.
(b) No The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(bc) The Promoter Selling Shareholder Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. 9.2 The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation Shareholders hereby, as of the Promoter Selling Shareholder in relation date of this Agreement, and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertakes to the Offered Sharesother Parties the following:
(a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms and the execution and delivery by them, and that such securities transaction tax shall be payable either directly from the Public performance by them of their obligations under, this Agreement, the Offer Account after transfer of funds from the Escrow Accounts Documents and the ASBA Accounts Other Agreements, shall not and will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on them;
(b) Subject to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer Clause 3.2.3.2, they shall not have recourse to any proceeds of the relevant amount of securities transaction tax to such BRLM from Offer, including any amounts in the Public Offer Account, and immediately on receipt of until the final listing and trading approvals from the Stock ExchangesExchanges have been obtained by the Company; and
(c) The Selling Shareholders acknowledge and agree that the calculation and payment of STT and withholding tax, if applicable, in relation to the offer and sale of the Offered Shares is the obligation of such Selling Shareholder with respect his or her respective portion of the Offered Shares, and any deposit of such tax by the Managers (in the manner to be set out in the Offer Documents as well as in an cash escrow and sponsor bank agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs ) is only a procedural requirement as per applicable taxation laws and that the BRLMs Managers shall not neither derive any economic benefits from the transaction relating to the payment of STT. STT shall or withholding tax, if applicable, nor be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination liable for obligations of any of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable Shareholders in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offerthis regard. Accordingly, the Selling Shareholders undertake that in the event of any future proceeding, investigation, demand, claim, request or litigation or arbitration by the Governmental Authority including Indian revenue authorities against the Managers relating to payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the Managers to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any and neither of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder Managers shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of any of the Promoter Selling Shareholder Shareholders to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. Such STT shall be deducted based on an opinion issued by an independent chartered accountant in terms of the cash escrow and sponsor bank agreement and provided to the Managers and the Managers shall have no liability towards determination of the quantum of STT to be paid. For avoidance of doubt, it is clarified that the Selling Shareholders shall be liable, in all respect, for payment of STT. Provided that the Selling Shareholders shall not be liable for any failure by the Managers to deposit STT, if applicable, due to reasons of fraud, wilful misconduct or gross negligence.
9.3 The Registrar to the Offer.
9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claimclaims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the members of the Syndicate, the Company and the Promoter Selling Shareholderother Parties, as of the date hereof, to of this Agreement and until the other Parties commencement of listing and trading of the Equity Shares on the Stock Exchanges that:
(a) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification;
(b) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar to the Offer and transfer agents;
(c) it has their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices;
(d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and
(de) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.”
9.6. The Banker 9.5 Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the BRLMsManagers, the Company and the Promoter Selling Shareholder Shareholders, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker Bankers to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker Bankers to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and Laws. Further, each of the Bankers to the Offer confirms that they have it has not violated any of the conditions subject to which the such registration has been granted. Further, the Banker to the Offer confirms that granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. 9.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. 9.7 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank Banks further represent and warrant, to the BRLMsManagers, the Company and the Promoter Selling Shareholder Shareholders on behalf of itself and its Correspondent Banks, that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor BankBanks, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. 9.8 Each of BRLMs Managers severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder Shareholders that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM Manager has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The Company, hereby represents, warrants, undertakes and covenants Company as of the date hereofof this Agreement, and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, thatrepresent, warrant, covenant and undertakes to the other Parties the following:
(a) This Agreement has been and the Other Agreements have been and will be duly authorized, executed and delivered by the Company. This Agreement , and each is and shall or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement.
(b) No The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Issue Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and
(bc) The Promoter Selling Shareholder Company shall not have recourse to any proceeds of the OfferIssue, including any amounts in the Public Offer Issue Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. (d) it has the power, authority and approvals to execute this Agreement and perform its obligations hereunder; and
(e) all consents, approvals and authorisations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.
9.2 The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation Registrar to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer.
9.4. The RegistrarIssue, Escrow Collection Bank / the Public Offer Issue Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, ,
(a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the OfferIssue; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claimclaims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Issue Account, Refund Account or the monies deposited therein.
9.5. 9.3 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the members of the Syndicate, the Company and the Promoter Selling Shareholderother Parties, as of the date hereof, to of this Agreement and until the other Parties commencement of listing and trading of the Equity Shares on the Stock Exchanges that:
(a) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Issue, and it is in compliance with the terms and conditions of such certification;
(b) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar to the Issue and transfer agents;
(c) it has their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices;
(d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per banks and the format specified in the SEBI UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and
(de) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.”
9.6. The Banker 9.4 Each of the Bankers to the Offer Issue represents, warrants, undertakes and covenants for itself to the BRLMsManager, the Company Company, as of the date of this Agreement and until the Promoter Selling Shareholder commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker Bankers to the Offer Issue in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the OfferIssue, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Issue Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities shall and, until completion of the OfferIssue, will be entitled to carry on business as Banker Bankers to the Offer Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and Laws. Further, each of the Bankers to the Issue confirms that they have it has not violated any of the conditions subject to which the such registration has been granted. Further, the Banker to the Offer confirms that granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. 9.5 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. 9.6 Each of the Escrow Collection Bank, the Public Offer Issue Account Bank, the Refund Bank and the Sponsor Bank Banks further represent and warrant, to the BRLMsManager, the Company on behalf of itself and the Promoter Selling Shareholder its Correspondent Banks, that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Issue Account Bank, Refund Bank or Sponsor BankBanks, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. Each of BRLMs severally 9.7 The Manager represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM Manager has been duly authorized.
Appears in 1 contract
Representations and Warranties and Covenants. 9.1. 9.1 The CompanyCompany as of the date of this Agreement, hereby the date of the Red Xxxxxxx Prospectus, the date of the Prospectus, the date of Allotment and the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes and covenants as of to the date hereof, and until other Parties the commencement of trading of the Equity Shares on the Stock Exchanges, thatfollowing:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject, subject and no consent, approval, authorization or order of, or qualification with, any Governmental Authority or under any contractual arrangements by which the Company is bound, is required for the performance by the Company of its obligations under this Agreement.
(b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:
(a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; and;
(b) The Promoter Selling Shareholder Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and
(c) The Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company.
9.3. 9.2 The Promoter Selling Shareholder acknowledges Shareholders hereby, as of the date of this Agreement, the date of the Red Xxxxxxx Prospectus, the date of the Prospectus, date of Allotment and agrees the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes to the other Parties the following:
(a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms, and the execution, delivery by them, and the performance by them of their obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on it;
(b) Subject to Clause 3.2.3.2, they shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company; and
(c) The Promoter Selling Shareholders acknowledge and agree that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder STT in relation to the Offered SharesShares is the obligation of such Promoter Selling Shareholder with respect his or her respective portion of the Offered Share, and that such securities transaction tax STT shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STTAgreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any future proceeding, investigation, demand, claim, request, litigation or arbitration by the Governmental Authority including Indian revenue authorities against any of the Managers relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the Managers to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any and neither of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder Managers shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of any of the Promoter Selling Shareholder Shareholders to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. For avoidance of doubt, it is clarified that the OfferPromoter Selling Shareholders shall be liable, in all respect, for payment of STT.
9.4. 9.3 The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties Parties, as of the date hereof, and as of the dates of Red Xxxxxxx Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that:
(a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof;
(b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and
(c) No mortgage, charge, pledge, lien, security interest, defects, claimclaims, trust, or any other security interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein.
9.5. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the members of the Syndicate, the Company and the Promoter Selling Shareholderother Parties, as of the date hereof, and as of the dates of Red Xxxxxxx Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, to the other Parties parties, that:
(a) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification;
(b) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchanges and the Registrar and transfer agents;
(c) it has their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices;
(d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and
(de) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and Applicable Laws.”
9.6. The Banker 9.5 Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the BRLMsManagers, the Company and the Promoter Selling Shareholder Shareholders, as of the date hereof, and as of the dates of Red Xxxxxxx Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor BankBanks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Laws and Laws. Further, each of the Bankers to the Offer confirms that they have it has not violated any of the conditions subject to which the such registration has been granted. Further, the Banker to the Offer confirms that granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, stock exchange regulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement.
9.7. 9.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.
9.8. 9.7 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank Banks further represent and warrant, to the BRLMsManagers, the Company and the Promoter Selling Shareholder Shareholders on behalf of itself and its Correspondent Banks, that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as an Escrow Collection Bank, Public Offer Account Bank, Refund Bank or Sponsor BankBanks, as the case may be and discharge their respective duties and obligations under this Agreement.
9.9. 9.8 Each of BRLMs Managers severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder Shareholders that:
(a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and
(b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM Manager has been duly authorized.
Appears in 1 contract
