REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 The Company hereby represents, warrants and undertakes to the Subscriber that as at the date hereof and as at Completion, each of the statements in the Schedule of this Agreement (the “Warranties”) remains true and correct in all material respects. 6.2 The Company undertakes to notify the Subscriber forthwith on any matter or event coming to its attention prior to Completion which shows any of the Warranties to be or to have been untrue, misleading or inaccurate in any material respect. 6.3 The Company hereby agrees and acknowledges that the Subscriber is entering into this Agreement in reliance on the Warranties. However, save and except as expressly stipulated in the Schedule of this Agreement, the Subscriber hereby expressly acknowledges and agrees that the Company has not, and shall not be deemed to have, given any representations, warranties or undertakings in relation to any and all of the transactions contemplated in this Agreement and any and all such representations, warranties and undertakings are hereby expressly excluded. 6.4 The Company hereby undertakes to indemnify and keep indemnified the Subscriber against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a result of or in connection with any breach of the Warranties or any of the Warranties being untrue or misleading in any material respect. 6.5 The liability of the Company in respect of any breach of any Warranties or this Agreement shall be limited as provided in Clauses 6.6 to 6.8. 6.6 The Company shall not be liable for any claim in respect of the Warranties and/or under this Agreement unless: (a) the Company shall have received from the Subscriber a written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature of the breach and (if capable of being quantified at that time) the amount claimed, not later than the expiry of a period of three months after the Completion Date; and (b) the aggregate amount of liability of the Company for all claims made in connection with the Warranties and/or this Agreement shall not exceed the amount of consideration actually received by the Company. 6.7 Notwithstanding any provision herein, the liability of the Company in connection with the Warranties and this Agreement shall cease on the expiration of three months after the Completion Date. 6.8 The Warranties shall be actionable only by the Subscriber (or its permitted assignees or successors hereunder) and no other persons shall be entitled to make any claim or take any action whatsoever against the Company under, arising out of, or in connection with any of the Warranties and/or this Agreement.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 4.1 The Company hereby represents, warrants and undertakes covenants to the Subscriber that as at the date hereof and as at Completion, each of the statements in the Schedule of this Agreement (the “Warranties”) remains true and correct in all material respects.
6.2 The Company undertakes to notify the Subscriber forthwith on any matter or event coming to its attention prior to Completion which shows any BRLMs that, as of the Warranties to be or to have been untruedate hereof, misleading or inaccurate in any material respect.
6.3 The Company hereby agrees and acknowledges that the Subscriber is entering into this Agreement in reliance as on the Warranties. However, save and except as expressly stipulated in dates of the Schedule of this AgreementDraft Red Xxxxxxx Prospectus, the Subscriber hereby expressly acknowledges Red Xxxxxxx Prospectus, Bid/Issue Opening Date and agrees that Bid/Issue Closing Date and up to the Company has not, date of commencement of listing and shall not be deemed to have, given any representations, warranties or undertakings in relation to any and all trading of the transactions contemplated in this Agreement and any and all such representations, warranties and undertakings are hereby expressly excluded.
6.4 The Company hereby undertakes to indemnify and keep indemnified the Subscriber against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a result of or in connection with any breach of the Warranties or any of the Warranties being untrue or misleading in any material respect.
6.5 The liability Equity Shares of the Company in respect of any breach of any Warranties or this Agreement shall be limited as provided in Clauses 6.6 to 6.8.
6.6 The Company shall not be liable for any claim in respect of the Warranties and/or under this Agreement unlessthat:
(i) (a) the Company shall and its Subsidiaries have received from the Subscriber a written notice of such claim specifying in reasonable details the event or default to which the claim relates been duly incorporated, registered and the nature of the breach and (if capable of being quantified at that time) the amount claimedare validly existing as companies under Applicable Laws, not later than the expiry of a period of three months after the Completion Date; and
(b) the aggregate amount Company and its Subsidiaries are not in violation of liability its respective constitutional documents, (c) 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 no steps have been taken for its winding up, liquidation or receivership under the laws of any applicable jurisdiction and no application has been submitted to the National Company Law Tribunal or any other Governmental Authority for initiation of a corporate insolvency resolution process against the Company under the Insolvency and Bankruptcy Code, 2016; and (d) the Company has no joint ventures and associate companies. Further, no person has taken any action or initiated any form of proceedings against the Company or its Affiliates, including, to the best of its knowledge, its Promoter Group for composition with creditors, reorganization, enforcement of any Encumbrance over any material part of its/their assets or actions of a similar nature and neither the Company or any of its Affiliates has received any notice in relation to the above;
(ii) The Company has complied with and shall comply with the requirements of all Applicable Laws in respect of, conducting its respective business, corporate governance, including with respect to, constitution of the board of directors, the committees, policies, including personnel stated or to be stated in the Offer Documents thereof, prior to filing of Draft Red Xxxxxxx Prospectus with the SEBI.
(iii) the Company is eligible to undertake the Offer in terms of the ICDR Regulations and all other Applicable Laws;
(iv) the Company has completed the acquisition of entire equity shares of Xxxxxxx Multispeciality Hospital & Trauma Centre Private Limited, thereby making it its Subsidiary;
(v) The Company has filed a compounding application dated March 28, 2022 before the Regional Director (Northern Region at New Delhi), Ministry of Corporate Affairs, Government of India / National Company Law Tribunal, for compounding of the offences pursuant to contravention of the Section 42 of the Companies Act, read with Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014.
(vi) The Company has filed an application dated March 25, 2022 with RoC for condoning the delay for non-filling of special resolution with respect to private placement in form MGT-14.
(vii) The Company has procured and will procure all necessary approvals, authorizations, consents, under applicable contracts required in relation to the Offer, including financing arrangements with the Company’s lenders compliance with all Applicable Laws governing the Offer.
(viii) the Company has the corporate power and authority to undertake the Offer and there are no restrictions (including imposition of any pre-emptive rights, liens, mortgages, charges, pledges, trusts or any other encumbrances (including an option given to any person to acquire the Equity Shares) or transfer restrictions, including under any contractual arrangement, both present and future (“Encumbrances”)) under Applicable Laws or the Company’s constitutional documents, or any agreement or instrument binding on the Company or to which any of its respective assets or properties are subject to, on the Company undertaking and completing the Offer including on the invitation, offer, allotment or transfer of any of the Equity Shares pursuant to the Offer;
(ix) Except as disclosed in the Draft Red Xxxxxxx Prospectus and as will be disclosed in the Red Xxxxxxx Prospectus and the Prospectus, (i) there is no outstanding litigation involving the Company, the Subsidiaries, the Directors and the Promoter, in relation to (A) criminal proceedings; (B) actions by regulatory or statutory authorities or Government Authority; (C) claims related to direct and indirect taxation; and (D) other pending litigation above the materiality threshold as determined by the Company pursuant to the policy of materiality adopted by the board of directors of the Company pursuant to a resolution dated March 25, 2022, (ii) there are no outstanding dues to creditors above the materiality threshold as determined by the Company pursuant to the policy of materiality adopted by the board of directors of the Company pursuant to a resolution dated March 25, 2022; (iii) there are no disciplinary actions including penalty imposed by the SEBI or stock exchanges against the Promoter in the last five financial years including outstanding action; and (iv) there are no outstanding actions against the Directors (who are associated with the securities market) by SEBI in the past five years;
(x) except as would not reasonably be expected to have a Material Adverse Change, to the best of Company’s knowledge after due and careful enquiry, there are no material frauds committed against the Company and any of its Subsidiaries, in the preceding three years and for the period subsequent thereto until the date of the Draft Red Xxxxxxx Prospectus;
(xi) All of the issued and outstanding share capital of the Company, including the Equity Shares proposed to be issued and allotted in the Fresh Issue and the Equity Shares proposed to be transferred in the Offer for Sale, has been duly authorized and validly issued in compliance with Applicable Law, is fully paid-up and conforms as to legal matters to the description contained in the Offer Documents. The authorized share capital of the Company conforms to the description thereof in the Offer Documents and is in compliance with Applicable Law. The Company does not have any partly paid-up shares. All invitations, offers, issuances and allotments of the securities of the Company, the Promoter and members of the Promoter Group since incorporation have been made in compliance with Applicable Law, including Section 67 of the Companies Act, 1956 or Section 42 of the Companies Act, 2013, as applicable, other provisions of the Companies Act, the foreign investment regulations in India and the FEMA and the rules and regulations thereunder and the Company has made all claims made necessary declarations and filings under Applicable Law, including filings with the relevant registrar of companies, and the Company has not received any notice from any Governmental Authority for default or delay in making any filings or declarations in connection with the Warranties and/or this Agreement shall not exceed the amount of consideration actually received by the Companysuch issuances or allotments.
6.7 Notwithstanding any provision herein, (xii) none of the liability Directors or Promoters of the Company are disqualified from acting in connection with such capacity, under Applicable Law, including under circulars issued by SEBI from time to time;
(xiii) none of the Warranties and this Agreement shall cease directors or Promoters of the Company are or were on the expiration board of three months after directors of a company which was exclusively listed on a de-recognised, non-operational or exited stock exchange and has failed to provide an exit or has failed to list its securities in terms of the Completion Date.SEBI circular dated October 10, 2016, January 5, 2017 and March 27, 2017;
6.8 The Warranties shall (xiv) None of directors of the Company or the Promoters are associated with any company which is prohibited from raising capital pursuant to the SEBI (Prohibition on Raising Further Capital from Public and Transfer of Securities of Suspended Companies) Order, 2015;
(xv) except as disclosed in the Draft Red Xxxxxxx Prospectus and as will be actionable only by disclosed in the Subscriber (Red Xxxxxxx Prospectus and the Prospectus, the Company or its permitted assignees Subsidiaries: (i) have not received any notice for default in the performance or successors hereunder) and no observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, guarantee or other persons shall be entitled agreement or instrument to make any claim or take any action whatsoever against which it is a party, and, specifically, the Company under, arising out or its Subsidiaries are not in default or violation of, or in connection conflict with, or subject to any acceleration or repayment event covered under any indenture, loan, guarantee or credit agreement or instrument, to which the Company or Subsidiaries is a party or is bound or to which their respective properties or assets are subject to; and (ii) is not violation of, or default under, and there has not been any event that has occurred that with the giving of notice or lapse of time or both may constitute a default in respect of, their constitutional or charter documents or Applicable Laws;
(xvi) the Company has duly obtained all necessary consents, approvals, and waivers, as the case may be, in respect of the Offer, as may be required under any, (i) Applicable Laws; or (ii) contractual arrangement by which the Company may be bound or under which any of its respective assets or properties are subject including from, (a) its lenders, (b) any third party having pre-emptive rights or any other right. Further, the Warranties and/or Offer Documents do(es) not contain(s) any expert reports or expert data, for which necessary written consents have not been obtained as per Section 26(5) of the Companies Act, 2013. The Company has complied with and shall comply with the terms and conditions of such consents and approvals, in so far as it relates to the Offer and all Applicable Laws;
(xvii) the Company has obtained corporate approvals for the Offer, pursuant to the resolutions passed by, the Board of Directors dated February 21, 2022, and the Shareholders at the general meeting held on February 21, 2022, and the Company has complied with, is in compliance of and agrees to comply with all terms and conditions of such approvals;
(xviii) each of the Promoters is a promoter of the Company under the Companies Act, 2013 and the ICDR Regulations, and are the only persons who are in Control of the Company under the Companies Act, 2013 and ICDR Regulations. The Promoters, the Promoter Group have been accurately described without any omission and there is no other promoter or entity or person that is part of the Promoter Group (each such term as defined under the ICDR Regulations) of the Company, other than the entities disclosed as the Promoters, the Promoter Group in the Offer Documents;
(xix) all Equity Shares held by the Promoters and Promoter Group are dematerialized or shall be dematerialized prior to the filing of the Red Xxxxxxx Prospectus with SEBI;
(xx) there shall only be one denomination for the Equity Shares, unless otherwise permitted by Applicable Law;
(xxi) none of the Company, its Directors, Promoters, have been identified as wilful defaulters or fraudulent borrower as defined under the ICDR Regulations or their names appear in the intermediary caution list;
(xxii) the Company has appointed a company secretary and compliance officer, in relation to compliance with Applicable Law, including directives issued by SEBI and the Stock Exchanges from time to time, and who shall also attend to matters relating to investor complaints;
(xxiii) none of the Company, its Directors, Promoters and Promoter Group has received any complaints in the nature of whistle blower complaints, as of date and, except as shall be disclosed to the BRLMs until the Term of this Agreement.
(xxiv) neither the (i) the Company, its Directors, the Promoters, members of the Promoter Group and persons in control of the Company nor (ii) Promoters or Directors of the Company is a promoter or director of any other company (a) have been debarred or prohibited (including under any partial, interim, ad-interim prohibition or prohibition in any other form) from accessing or operating in the capital markets or have been restrained from buying, selling, or dealing in securities, in either case under any order or direction passed by the SEBI or any other authority;
Appears in 1 contract
Samples: Offer Agreement
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 5.1 The Company hereby represents, warrants and undertakes to the Subscriber that as at the date hereof and as at Completion, each of the statements in the Schedule of this Agreement (the “Warranties”) 3 remains true true, correct and correct in all material respectsaccurate.
6.2 5.2 The Company undertakes to notify the Subscriber forthwith on any matter or event coming to its attention prior to Completion which shows any of the Warranties to be or to have been untrue, misleading or inaccurate in any material respect.
6.3 5.3 The Company hereby agrees and acknowledges that the Subscriber is entering into this Agreement in reliance on the WarrantiesWarranties and is entitled to treat such representations and warranties as conditions of the Agreement. However, save and except as expressly stipulated in the Clause 5 and Schedule of this Agreement3, the Subscriber hereby expressly acknowledges and agrees that the Company has not, and shall not be deemed to have, given any representations, warranties or undertakings in relation to any and all of the transactions contemplated in this Agreement and any and all such representations, warranties and undertakings are hereby expressly excluded.
6.4 5.4 The Company hereby undertakes to indemnify and keep indemnified the Subscriber against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a result of or in connection with any breach of the Warranties or any of the Warranties being untrue or misleading in misleading.
5.5 If the Company fails to perform any of its obligations (including its obligation at Completion) under this Agreement or breaches any material respect.
6.5 The liability terms of the Warranties set out in this Agreement prior to Completion then without prejudice to all and any other rights and remedies available at any time to the Subscriber (including but not limited to the right to damages for any loss suffered) the Subscriber may, by notice either require the Company to perform such obligations or, insofar as the same is practicable, remedy such breach, or to the extent it relates to the failure of the Company in respect to perform any of its material obligations on or prior to Completion treat the Company as having repudiated this Agreement and rescind the same. The rights conferred upon the Subscriber by the provisions of this Clause 5.5 are additional to and do not prejudice any other rights the Subscriber may have. Failure to exercise any of the rights herein conferred shall not constitute a waiver of any breach such rights.
5.6 The Company is deemed to have repeated all the Warranties on the basis that such Warranties will, at all times from the date of any Warranties or this Agreement shall be limited as provided in Clauses 6.6 up to 6.8.
6.6 The Company shall not be liable for any claim in respect and including the date on which all obligations (including payment obligations) of the Warranties and/or Company under the Note and under this Agreement unlesshave been discharged in full, be true, complete and accurate in all respects (with respect to facts and circumstances at such time except as specifically provided otherwise) and such Warranties shall have effect as if given at each of such times as well as the date of this Agreement.
5.7 The Company further undertakes to and in favour of the Subscriber that, so long as the Note remains outstanding, it will not and will procure that no member of the Group will, without the prior written consent of the Subscriber (which consent may be subject to such conditions as the Subscriber sees fit to impose) :
(a) the Company shall have received from the Subscriber consolidate or amalgamate with or merge into any other person, take any step with a written notice of such claim specifying in reasonable details the event view to dissolution, liquidation or default to which the claim relates and the nature winding-up or acquire all or a substantial part of the breach and (if capable assets of being quantified at that time) the amount claimed, not later than the expiry of a period of three months after the Completion Date; andany other person;
(b) the aggregate amount of liability except as expressly herein provided, sell, transfer, lease or otherwise dispose of the Company whole or any substantial part of its undertaking or its property or assets, whether by a single transaction or by a number of transactions whether related or not;
(c) lend any money or extend any credit, except in the ordinary course of its business, or make any investments that would have a material adverse effect on its financial condition or significantly change the character of its business;
(d) except for all claims made in connection with the Warranties and/or indebtedness incurred pursuant to this Agreement shall not exceed and the amount of consideration actually received by Notes Subscription Agreements or indebtedness incurred in the Company.
6.7 Notwithstanding any provision herein, the liability ordinary course of the Company Group's business and not material in connection with the Warranties and this Agreement shall cease on the expiration amount, incur or create any indebtedness or give any guarantee or indemnity or act as surety in respect of three months after the Completion Date.any indebtedness of any other person; or
6.8 The Warranties shall be actionable only by the Subscriber (e) create or permit to exist any encumbrance over all or any of its present or future undertaking or property or its permitted assignees present or successors hereunder) and no other persons shall be entitled to make any claim future revenues or take any action whatsoever against the Company under, arising out of, or in connection with any of the Warranties and/or this Agreementassets.
Appears in 1 contract
Samples: Contract for Subscription of Convertible Note (China Enterprises LTD)
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS BY THE COMPANY. 6.1 4.1 The Company hereby represents, warrants and undertakes covenants to the Subscriber that BRLMs as at of the date hereof hereof, the date of the Draft Red Xxxxxxx Prospectus, the Red Xxxxxxx Prospectus, the Bid/ Offer Period and as at Completion, the date of Allotment that:
(i) each of the statements Offer Documents as of their respective dates has been, and shall be prepared in compliance with the Applicable Laws, including without limitation, the Companies Act and the SEBI ICDR Regulations, and (i) contains, or shall contain, disclosure or information that is required to be disclosed as per Applicable Law and is true and adequate to enable prospective investors to make a well-informed decision with respect to an investment in the Schedule of this Agreement Offer; and (the “Warranties”ii) remains true and correct in all material respects.
6.2 The Company undertakes to notify the Subscriber forthwith on any matter or event coming to its attention prior to Completion which shows any of the Warranties to be or to have been untrue, misleading or inaccurate in any material respect.
6.3 The Company hereby agrees and acknowledges that the Subscriber is entering into this Agreement in reliance on the Warranties. However, save and except as expressly stipulated in the Schedule of this Agreement, the Subscriber hereby expressly acknowledges and agrees that the Company has does not, and shall not be deemed not, contain any untrue statement of a material fact or omit to havestate a material fact necessary in order to make the statements therein, given any representations, warranties or undertakings in relation to any and all the light of the transactions contemplated in this Agreement and any and all such representationscircumstances under which they are made, warranties and undertakings not misleading;
(ii) the Promoters are hereby expressly excluded.
6.4 The Company hereby undertakes to indemnify and keep indemnified the Subscriber against any damages, losses, costs, expenses (including legal costs and expenses) or other liabilities which it may suffer or incur as a result of or in connection with any breach of the Warranties or any of the Warranties being untrue or misleading in any material respect.
6.5 The liability ‘promoters’ of the Company in respect terms of the Companies Act 2013 and the SEBI ICDR Regulations and are the only persons who are in Control of the Company and have been named as promoters in the latest annual return filed by the Company with the RoC;
(iii) there are no ‘group companies’ of the Company, which are covered under the applicable accounting standards or considered material by the Board of Directors;
(iv) except for the exemption sought pursuant to the letter dated April 25, 2022, from identifying and disclosing of Xxxxxx Xxxxxx, sister of the spouse of Promoter Xxxxxxxx Xxxxx Xxxx and as disclosed in the Draft Red Xxxxxxx Prospectus and as will be disclosed in the Red Xxxxxxx Prospectus and the Prospectus, there are no other ‘Promoter Group’ members of the Company;
(v) each of the Company and its Subsidiaries has been duly incorporated, registered and is validly existing and in good standing (where applicable) under Applicable Law, has 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 except as disclosed in the DRHP no steps have been taken for their winding up, liquidation or receivership under Applicable Law; and that except for the Subsidiaries disclosed in the DRHP and as will be disclosed in the RHP and the Prospectus, the Company does not have any other subsidiary, joint venture or associate and does not hold any interest in any other entity. Further, the Company commenced its business operations after obtaining the certificate of commencement of business, in compliance with Applicable Law;
(vi) except as disclosed in the Draft Red Xxxxxxx Prospectus and as will be disclosed in the Red Xxxxxxx Prospectus and the Prospectus, the operations of the Company and its Subsidiaries have been generally conducted in compliance with Applicable Law during the last 10 (ten) years, except where non-compliance would not reasonably be expected to result in a Material Adverse Change;
(vii) all of the issued and outstanding share capital of the Company and its Subsidiaries has been duly authorized, validly issued and fully paid;
(viii) all Equity Shares were issued free and clear of any breach pre-emptive rights (other than any such rights as have been duly waived at the time of issuance), liens, mortgages, pledges, trusts, charges or any other encumbrances, both present and future. The Company does not have any outstanding securities convertible into or exercisable or exchangeable for Equity Shares or any other right, which would entitle any person with any option to receive Equity Shares after the date of the DRHP (other than employee stock options granted or that may be granted under ESOP 2007 in accordance with the SEBI SBEB Regulations, which scheme has been disclosed in the DRHP and shall be disclosed in the RHP and the Prospectus);
(ix) the Company is eligible to undertake the Offer in terms of the SEBI ICDR Regulations and all other Applicable Law, and fulfills the general and specific requirements in respect thereof;
(x) all the Equity Shares of the Promoters which are being locked-in are eligible for computation of promoter’s contribution under Regulation 15 of the SEBI ICDR Regulations and that the Company shall procure and ensure that the Promoters will not dispose of, sell or transfer or otherwise encumber such Equity Shares during the period starting from the date of filing of the DRHP until the date of Allotment;
(xi) pursuant to Regulation 37 of the SEBI ICDR Regulations, the Company, the Promoters, the Promoter Group, and the Directors shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making a bid in the Offer;
(xii) the Company, the Promoters, the Promoter Group, and the Directors have not entered, and shall not enter, into buy-back arrangements directly or indirectly for purchase of the Equity Shares to be offered and sold in the Offer;
(xiii) the Company, the Promoters, the Promoter Group and the Directors have not taken, nor shall take, directly or indirectly, any action designed, or that may be reasonably expected, to cause, or result in, stabilization or manipulation of the price of any Warranties security of the Company to facilitate the sale or this Agreement resale of the Equity Shares;
(xiv) it has obtained, or shall obtain, all necessary approvals and consents, which may be limited as provided required under Applicable Law or contractual arrangements by which it or its Affiliates may be bound, in Clauses 6.6 relation to 6.8.
6.6 The Company the Offer, and has complied, and shall not be liable for comply, with all the statutory formalities, including the terms and conditions of such approvals and all Applicable Law in relation to the Offer or any claim other matter incidental thereto, and, in particular, that written consents or waivers of lenders and any other third party having any pre-emptive rights (direct or indirect) in respect of the Warranties and/or under this Agreement unless:Equity Shares or the Offer have been duly obtained (to the extent applicable) and it has complied, or agrees to comply, with the terms and conditions of such approvals or waivers, and, further, it has obtained written consent or approval, where required, for the use of information procured from the public domain or third parties and included, and as will be included, in the Offer Documents and it is not in breach of any agreement or obligation with respect to such third party’s confidential or proprietary information and such third party has acknowledged that such information is based on or derived from the sources that it believes to be reliable and accurate;
(axv) it is (as on the date of this Agreement) and shall be compliant with all requirements of Applicable Law, including the SEBI Listing Regulations and the SEBI ICDR Regulations, in respect of corporate governance, including in relation to constitution of the Board of Directors and committees thereof, to the extent so required; neither it nor any of its Subsidiaries is in default under, or in violation of, any indenture, mortgage, deed of trust, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or its Subsidiaries are bound or to which their properties or assets are subject. Further, except as disclosed in the DRHP and will be disclosed in the RHP and the Prospectus, there has been no notice or communication, written or otherwise, issued by any third party to the Company or its Subsidiaries with respect to any default or violation of, or seeking acceleration of repayment with respect to, any indenture, loan or credit agreement, or any other agreement or instrument to which the Company or its Subsidiaries are a party or by which any such entity is bound or to which any such entities’ properties or assets are subject;
(xvi) the Company shall have received from has validly obtained approval for the Subscriber Offer through a written notice of such claim specifying in reasonable details the event or default to which the claim relates and the nature resolution of the breach and Board of Directors dated March 30, 2022.
(if capable xvii) none of being quantified at that timethe (i) Company or any of its Promoters or Directors has been declared as a wilful defaulter by any bank or financial institution or consortium thereof, in accordance with the amount claimedguidelines on wilful defaulters issued by the RBI; (ii) Company’s Promoters or Directors has been declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, not later than the expiry of a period of three months after the Completion Date2018; and
(b) the aggregate amount of liability of the Company for all claims made in connection with the Warranties and/or this Agreement shall not exceed the amount of consideration actually received by the Company.
6.7 Notwithstanding any provision herein, the liability of the Company in connection with the Warranties and this Agreement shall cease on the expiration of three months after the Completion Date.
6.8 The Warranties shall be actionable only by the Subscriber (or its permitted assignees or successors hereunder) and no other persons shall be entitled to make any claim or take any action whatsoever against the Company under, arising out of, or in connection with any of the Warranties and/or this Agreement.
Appears in 1 contract
Samples: Offer Agreement