Common use of SYNDICATE STRUCTURE Clause in Contracts

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). This Agreement is not intended to constitute and should not be construed as an agreement or commitment directly or indirectly among the Parties with respect to the subscription, underwriting or purchasing of the Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Parties enter into an Underwriting Agreement, such agreement may, inter alia, include customary representations and warranties, conditions as to closing of the Issue (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

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SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueBidders, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Members or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholder or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase, selling or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement (the “Underwriting Agreement”), such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), ) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue only (other than Bids directly submitted by the Syndicate ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by Collecting Depository Participants at the RTAs Designated CDP Locations and CRTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or any of their Affiliates to enter into any underwriting agreement in connection with the Issue or to provide any financing or underwriting to the Company its Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly among indirectly, amongst the Parties with respect to the placement, subscription, purchase, selling or underwriting or purchasing of any securities of the Equity Shares Company or placing any securities or to provide providing any financing to the Company or their respective its Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting Agreement. In the event the Parties Company and the Underwriters enter into an Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue (including the provision of comfort letters, arrangement letters, representation letters and legal opinions)) and lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, Company and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicableUnderwriters. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and Sub-syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueBidders, including Bids submitted by ASBA Bidders to members Members of the Syndicate and the Sub-Syndicate syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBsSCSBs at Designated SCSB Branches, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as an agreement as, any obligation or commitment commitment, directly or indirectly among indirectly, on the Parties with respect to the subscription, underwriting or purchasing part of the Equity Shares BRLMs or placing the Syndicate Member to purchase, underwrite or sell any securities of the Corporation or to enter into the Underwriting Agreement or to provide any financing or underwriting to the Company Corporation, its Affiliates, or their respective Affiliatesany of the Selling Shareholder. Such an agreement in respect of the Issue will obligations, if any, shall be made only governed by the execution of the Underwriting Agreement, whenever executed among the Parties. In the event the Parties Corporation, the Selling Shareholder and the Underwriters enter into an the Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueBidders, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLM. This The Parties agree that entering into this Agreement shall not create or deem to create any obligation, agreement or commitment, whether express or implied, on the BRLM, Syndicate Member or any of their Affiliates to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly among indirectly, on the Parties BRLM, Syndicate Member or any of their Affiliates with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an the Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinionsarrangement letters), lock-up from the Company and the Promoter Selling Shareholders, and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. For avoidance of doubt, it is clarified that no member of the Syndicate shall be responsible under this Agreement for other members of the Syndicate (or the agents of such other members of the Syndicate, including their respective Sub-Syndicate Members) in connection with the Offer and each member of the Syndicate shall be treated as mutually exclusive of the other. 2.2 The members of the Syndicate Syndicate, as applicable, shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue Offer as specified in the SEBI ICDR RegulationsRegulations and Applicable Law, and to the extent that they are parties to the following agreements, this Agreement, the Issue Offer Agreement, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, amended (to the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum extent that they are parties to such agreements) and the Issue Memorandum, as applicableOffer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms Selling Shareholders, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA, including for any error in data entry, entry or investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading entry and collection of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI MechanismBidders. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank Banks shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, The Parties acknowledge that the Issue Offer will be conducted in accordance with undertaken pursuant to the processes and procedure under UPI Phase III on mandatory basis, subject to any circulars, clarification or notification issued by the SEBI ICDR Regulations and from time to time, including with respect to the procedure set out for Phase III of the UPI CircularsSEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. 2.5 The Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI MechanismProcess Circulars. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueBidders, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. This The Parties agree that entering into this Agreement shall not create or deem to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly among indirectly, on the Parties BRLMs, Syndicate Member or any of their Affiliates with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an the Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up from the Company and the Promoter Selling Shareholders, and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The . For avoidance of doubt, it is clarified that no member of the Syndicate shall be responsible under this Agreement for other members of the Syndicate shall have all (or the rightsagents of such other members of the Syndicate, powers, duties, obligations and responsibilities including their respective Sub-Syndicate Members) in connection with the Issue as specified in the SEBI ICDR Regulations, Offer and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members member of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer treated as mutually exclusive of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bidsother. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by Syndicate ASBA Bidders to members and collection of Bids submitted by the Anchor Investors at select offices of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Issue BRLMs (other than but excluding Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSB Branches or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Promoter Selling Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate Syndicate, as applicable, shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Issue Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Offer Agreement, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, amended (to the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicableextent they are parties to such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms the Promoter Selling Shareholder, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or an RTA or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform, including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading entry and collection of any such Bids to the Stock Exchange platform or for any error in Bids, blocking or transfer of the Bid Amounts from the UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank Banks shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with The Parties acknowledge that pursuant to the SEBI ICDR Regulations Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the procedure set out for Phase III of Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the Mechanism. SEBI Master Circular and SEBI vide its circular no. SEBI/HO/CFD/DIL2TPD1/CIR/P/2021/2480/1/M P/2023/140 dated March 16August 9, 2021 (“March 16 Circular”)2023, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that has reduced the Registrar shall be responsible time period for reconciliation listing of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance equity shares pursuant to the other Parties in order a public issue from six Working Days to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.three Working Days

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement or the Fee Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or place the Offered Shares, or to enter into any underwriting agreement with respect to the Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders, or any of their respective Affiliates (as applicable). This For avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholders and the members of the Syndicate enter into an Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Selling Shareholders

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect only and collection of Bids submitted by the Anchor Investors at select offices of the Issue BRLMs (other than but excluding Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSB Branches or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase, selling or underwriting or purchasing of any securities of the Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementCompany. In the event the Parties Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an Underwriting Agreementunderwriting agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions), ) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueBidders, including Bids submitted by ASBA Bidders to members Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase, selling or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an underwriting agreement (the “Underwriting Agreement”), such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), ) and indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

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SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement or the Fee Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or place the Offered Shares, or to enter into any underwriting agreement (“Underwriting Agreement”) with respect to the Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders, or any of their respective Affiliates (as applicable). This For avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholders and the members of the Syndicate enter into an Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the Parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Issue, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect only and collection of Bids submitted by the Anchor Investors at select offices of the Issue BRLMs (other than but excluding Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSB Branches or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs, Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholder or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Selling Shareholder and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an Underwriting Agreementunderwriting agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueOffer, including Bids submitted by Syndicate ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Locations, Bids collected by CDPs at the Designated CDP Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. This The Parties acknowledge and agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or their Affiliates to purchase or place the Equity Shares, or to enter into any underwriting agreement in connection with the Offer, or to provide any financing or underwriting to the Company or the Company Affiliates, or the Selling Shareholders, or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective AffiliatesShares. Such an agreement in respect of the Issue Offer will be made only by the execution of the Underwriting Agreement. In the event the Parties Company, the Selling Shareholders and the BRLMs enter into an Underwriting Agreement, such agreement may, inter alia, include customary representations and warranties, conditions as to closing of the Issue (including the provision of comfort letters, arrangement letters and legal opinions), indemnity, contribution, termination and force majeure provisions, shall be in a form and substance satisfactory to the Parties parties to the such Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 2.1. The Parties acknowledge that the Offer will be made under the processes and procedures of Phase III of the UPI Circulars. The Company and the Promoter Selling Shareholder, in consultation with the BRLMs, have appointed the Syndicate Members for procuring Bids for the Equity Shares (other than Bids directly submitted to the SCSBs, Bids collected by Registered Brokers, Bids collected by RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations), the collection of Bid Amounts from ASBA Bidders and Anchor Investors and to conclude the process of Allotment and listing in accordance with the ICDR Regulations and other Applicable Law. The Offer shall be undertaken pursuant to the process and procedures under Phase III of the UPI Circulars subject to any other circular or clarification or notification or direction which may be issued by SEBI from time to time. 2.2. This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the IssueOffer, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker CentresCenters, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations)) and collections of Bids submitted by the Anchor Investors at select offices of the BRLMs. This The Parties agree and acknowledge that entering into this Agreement and the Engagement Letter shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their respective Affiliates to purchase or place the Equity Shares or enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Promoter Selling Shareholder or their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting or purchasing of the any Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementShares. In the event the Parties Company, the Promoter Selling Shareholder and the Syndicate enter into an Underwriting Agreementunderwriting agreement, such agreement mayshall, inter aliaamong other things, include customary representations representations, warranties and warrantiesundertakings, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties to the Underwriting AgreementBRLMs, in their sole discretion. 2.2 2.3. The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue Offer as specified in under the Applicable Law (including the SEBI ICDR Regulations), and and, to the extent that extent, they are parties to the following such agreements, this Agreement, the Issue Offer Agreement, the Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Offering Memorandum, as applicablethe Offering Memorandum, and, if entered into, the Underwriting Agreement. 2.3 2.4. Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms the Promoter Selling Shareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which and the collection and realization of Bid Amounts from Bidders who have been submitted their Bid cum Application Form directly to an SCSB, Registered Broker, CRTA RTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or and verifying the status of Bidders and the Bidders. The Sponsor Bank Banks shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 2.5. The Parties acknowledge that any UPI Bidders Bidder whose Bid has not been considered for Allotment, due to failures on the part of the an SCSB may seek redressal from the concerned SCSB within three months of the date of listing date of the Equity Shares in accordance with the SEBI ICDR Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“read with the March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated the June 2, 2021 2 Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2TPD1/CIR/P/2022/75 P/2023/140 dated May 30August 9, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism2023. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the IssueOffer, including Bids submitted by the ASBA Bidders to members the Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs at Designated SCSB Branches or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. This For the avoidance of doubt, this Agreement is not intended to constitute constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the BRLMs or any of their Affiliates to purchase or place the Equity Shares, or to enter into any underwriting agreement (the “Underwriting Agreement”) in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates and this Agreement is not intended to constitute, and should not be construed as as, an agreement or commitment commitment, directly or indirectly indirectly, among the Parties with respect to the placement, subscription, purchase, selling or underwriting or purchasing of any securities of the Equity Shares or placing any securities or to provide any financing to the Company or their respective Affiliates. Such an agreement in respect of the Issue will be made only by the execution of the Underwriting AgreementCompany. In the event the Parties Company, the Selling Shareholders and the underwriters to be appointed in relation to the Offer (“Underwriters”) enter into an Underwriting Agreement, such agreement mayshall, inter alia, include customary representations and warranties, conditions as to closing of the Issue Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions), ) lock-up (if any) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the Parties to the Underwriting Agreementparties thereto. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Issue as specified in the SEBI ICDR Regulations, and to the extent that they are parties to the following agreements, this Agreement, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red Xxxxxxx Prospectus, the Prospectus, the Preliminary Issue Memorandum and the Issue Memorandum, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company acknowledges and confirms that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data entry) which have been submitted directly to an SCSB, Registered Broker, CRTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Issue will be conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III of the UPI Circulars. 2.5 Parties acknowledge that any UPI Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI Master Circular and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 16 Circular”), SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (as amended) and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022 and SEBI circular no. SEBI/HO/MIRSD/DOS3/P/CIR/2 dated June 3, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.6 Each Party shall provide reasonable support and reasonable assistance to the other Parties in order to fulfil their respective obligations under this Agreement and Applicable Law in relation to the Issue. 2.7 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties.

Appears in 1 contract

Samples: Syndicate Agreement

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