Term Termination and Consequences of Termination. 6.1 Except as specified under this Agreement, this Agreement shall not be terminated by either of the Parties. 6.2 In the event of termination as may be required by law or SEBI or any rule or regulations or any other authority or government body, or pursuant to an order issued by any government, statutory, judiciary, regulatory or any other authority, or pursuant to any permission granted to either Party by SEBI, the following shall take place; (i) The Party initiating the termination will need to inform the other Party in writing through a notice intimating the reason for termination. Unless otherwise required by law or regulations requiring such termination, the termination shall be effective after 30 days from the day the notice is served or the due date of publication of the next Monitoring Agency Report (which is 45th day from the end of the quarter as per the SEBI ICDR Regulations), whichever is later. (ii) A copy of the termination notice shall also be sent to the SEBI, by the Party initiating the termination. (iii) The Monitoring Agency shall promptly display on its website receipt/ issuance of notice of termination of its formal agreement with the Company. (iv) The Monitoring Agency shall issue a report on status of co-operation by the Company from the date of commencement of arrangement between the Company and the Monitoring Agency till the date of termination of such arrangement, and share it with the Company. (v) Activities to be undertaken by the Company pursuant to termination of this Agreement shall be in accordance with applicable law. (vi) The Company shall promptly inform its Board of Directors and the stock exchanges where securities of the Company are listed, immediately on issue/ receipt of the termination letter. 6.3 This Agreement shall automatically terminate upon the issuance of last of Monitoring Agency Report by the Monitoring Agency upon utilization of 100% of the IPO Proceeds and the Pre-IPO Proceeds, as applicable, by the Company in accordance with the provisions of the Prospectus and/or as per the terms of the Companies Act and/or Applicable Law hereof, and the Parties shall take such action as may be required under the SEBI ICDR Regulation. 6.4 Upon termination of the Agreement prior to utilization of 100% of the IPO Proceeds and the Pre-IPO Proceeds, as applicable, the Company shall appoint such other credit rating agency as the new monitoring agency for the purposes of monitoring the use of IPO Proceeds and the Pre-IPO Proceeds, as applicable, and on such terms and conditions as may be agreed to between the Company and the new monitoring agency. The Company shall ensure that the appointment of the new monitoring agency takes place immediately upon termination of the Monitoring Agency. The Monitoring Agency agrees to continue the services upto the effective date of termination or such other timelines as prescribed under the Applicable Law. 6.5 Notwithstanding anything contained herein, the provisions of clauses 6 (Term, Termination and Consequences of Termination), 7 (Limitation of Liabilities), 8 (Monitoring Agency Fee and Expenses), 10 (Indemnity), 11 (Warranty), 12 (Confidentiality), 13 (Disclaimer) and 15.6 (Governing Law and Jurisdiction) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Monitoring Agency Agreement
Term Termination and Consequences of Termination. 6.1 Except as specified under this Agreement, this Agreement shall not be terminated by either of the Parties.
6.2 In the event of termination as may be required by law or SEBI or any rule or regulations or any other authority or government body, or pursuant to an order issued by any government, statutory, judiciary, regulatory or any other authority, or pursuant to any permission granted to either Party by SEBI, the following shall take place;,
(i) The Party initiating the termination will need to inform the other Party in writing through a notice intimating the reason for termination. Unless otherwise required by law or regulations requiring such termination, the termination shall be effective after 30 days from the day the notice is served or the due date of publication of the next Monitoring Agency Report (which is 45th day from the end of the quarter as per the SEBI ICDR Regulations), whichever is later.
(ii) A copy of the termination notice shall also be sent to the SEBI, by the Party initiating the termination.
(iii) The Monitoring Agency shall promptly display on its website the receipt/ issuance of notice of termination of its formal agreement with the Company.
(iv) The Monitoring Agency shall issue a report on the status of co-operation by the Company from the date of commencement of arrangement between the Company and the Monitoring Agency till the date of termination of such arrangement, arrangement and share it with the Company.
(v) Activities to be undertaken by the Company pursuant to termination of this Agreement shall be in accordance with applicable law.
(vi) The Company shall promptly inform its Board of Directors and the stock exchanges where securities of the Company are listed, immediately on issue/ receipt of the termination letter. It is hereby clarified that the Monitoring Agency shall be responsible for monitoring the utilization of the Issue Proceeds, from the Issue only from the calendar quarter (viz, a period of 3 calendar months, namely, January-March or April-June or July-September or October- December) immediately succeeding its appointment or date of the closure of the Issue, whichever is later. It is further clarified that ICRA shall not be responsible for providing any monitoring agency report for the quarters prior to its effective appointment.
6.3 This Agreement shall automatically terminate upon the issuance of the last of Monitoring Agency Report by the Monitoring Agency upon utilization of 100% of the IPO Proceeds and the Pre-IPO Issue Proceeds, as applicable, by the Company in accordance with the provisions of the Prospectus Letter of Offer and/or as per the terms of the Companies Act and/or Applicable Law hereof, and the Parties shall take such action as may be required under the SEBI ICDR Regulation.
6.4 Upon termination of the Agreement prior to utilization of 100% of the IPO Proceeds and the Pre-IPO Issue Proceeds, as applicable, the Company shall appoint such other credit rating agency as the new monitoring agency for the purposes of monitoring the use of IPO Proceeds and the Pre-IPO Issue Proceeds, as applicable, and on such terms and conditions as may be agreed to between the Company and the new monitoring agency. The Company shall ensure that the appointment of the new monitoring agency takes place immediately upon termination of the Monitoring Agency. The Monitoring Agency agrees to continue the services upto the effective date of termination or such other timelines as prescribed under the Applicable Law.
6.5 Notwithstanding anything contained herein, the provisions of clauses 6 (Term, Termination and Consequences of Termination), 7 (Limitation of Liabilities), 8 (Monitoring Agency Fee and Expenses), 10 (Indemnity), 11 (Warranty), 12 (Confidentiality), 13 (Disclaimer), 15 (Dispute Resolution) and 15.6 18.6 (Governing Law and Jurisdiction) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Monitoring Agency Agreement
Term Termination and Consequences of Termination. 6.1 Except as specified under this Agreement, this Agreement shall not be terminated by either of the Parties.
6.2 In the event of termination as may be required by law or SEBI or any rule or regulations or any other authority or government body, or pursuant to an order issued by any government, statutory, judiciary, regulatory or any other authority, or pursuant to any permission granted to either Party by SEBI, the following shall take place;
(i) The Party initiating the termination will need to inform the other Party in writing through a notice intimating the reason for termination. Unless otherwise required by law or regulations requiring such termination, the termination shall be effective after 30 days from the day the notice is served or the due date of publication of the next Monitoring Agency Report (which is 45th day from the end of the quarter as per the SEBI ICDR Regulations), whichever is later.
(ii) A copy of the termination notice shall also be sent to the SEBI, by the Party initiating the termination.
(iii) The Monitoring Agency shall promptly display on its website receipt/ issuance of notice of termination of its formal agreement with the Company.
(iv) The Monitoring Agency shall issue a report on status of co-operation by the Company from the date of commencement of arrangement between the Company and the Monitoring Agency till the date of termination of such arrangement, and share it with the Company.
(v) Activities to be undertaken by the Company pursuant to termination of this Agreement shall be in accordance with applicable law.
(vi) The Company shall promptly inform its Board of Directors and the stock exchanges where securities of the Company are listed, immediately on issue/ receipt of the termination letter. It is hereby clarified that the Monitoring Agency shall be responsible for monitoring the utilisation of the IPO Proceeds, as applicable, from the Offer only from the calendar quarter (viz, a period of 3 calendar months, namely, January-March or April-June or July-September or October-December) immediately succeeding its appointment or date of the closure of the Offer, whichever is later . It is further clarified that, ICRA shall not be responsible for providing any monitoring agency report for the quarters prior to its effective appointment.
6.3 This Agreement shall automatically terminate upon the issuance of last of Monitoring Agency Report by the Monitoring Agency upon utilization of 100% of the IPO Proceeds and the Pre-IPO Proceeds, as applicable, by the Company in accordance with the provisions of the Prospectus and/or as per the terms of the Companies Act and/or Applicable Law hereof, and the Parties shall take such action as may be required under the SEBI ICDR Regulation.
6.4 Upon termination of the Agreement prior to utilization of 100% of the IPO Proceeds and the Pre-IPO Proceeds, as applicable, the Company shall appoint such other credit rating agency as the new monitoring agency for the purposes of monitoring the use of IPO Proceeds and the Pre-IPO Proceeds, as applicable, and on such terms and conditions as may be agreed to between the Company and the new monitoring agency. The Company shall ensure that the appointment of the new monitoring agency takes place immediately upon termination of the Monitoring Agency. The Monitoring Agency agrees to continue the services upto the effective date of termination or such other timelines as prescribed under the Applicable Law.
6.5 Notwithstanding anything contained herein, the provisions of clauses 6 (Term, Termination and Consequences of Termination), 7 (Limitation of Liabilities), 8 (Monitoring Agency Fee and Expenses), 10 (Indemnity), 11 (Warranty), 12 (Confidentiality), 13 (Disclaimer) and 15.6 (Governing Law and Jurisdiction) shall survive any termination of this Agreement.
Appears in 1 contract
Samples: Monitoring Agency Agreement
Term Termination and Consequences of Termination. 6.1 Except as specified under this Agreement, this Agreement shall not be terminated by either of the Parties.
6.2 In the event of termination as may be required by law or SEBI or any rule or regulations or any other authority or government body, or pursuant to an order issued by any government, statutory, judiciary, regulatory regulatory, or any other authority, or pursuant to any permission granted to either Party by SEBI, the following shall take place;
(i) The Party initiating the termination will need to inform the other Party in writing through a notice intimating the reason for termination. Unless otherwise required by law or regulations requiring such termination, the termination shall be effective after 30 days from the day the notice is served or the due date of publication of the next Monitoring Agency Report (which is 45th day from the end of the quarter as per the SEBI ICDR Regulations), whichever is later.
(ii) A copy of the termination notice shall also be sent to the SEBI, by the Party initiating the termination.
(iii) The Monitoring Agency shall promptly display on its website the receipt/ issuance of notice of termination of its formal agreement with the Company.
(iv) The Monitoring Agency shall issue a report on the status of co-operation by the Company from the date of commencement of arrangement between the Company and the Monitoring Agency till the date of termination of such arrangement, arrangement and share it with the Company.
(v) Activities to be undertaken by the Company pursuant to termination of this Agreement shall be in accordance with applicable law.
(vi) The Company shall promptly inform its Board of Directors and the stock exchanges where securities of the Company are listed, immediately on issue/ receipt of the termination letter. It is hereby clarified that the Monitoring Agency shall be responsible for monitoring the utilization of the IPO Proceeds and the Pre-IPO Proceeds, as applicable, from the Offer only from the calendar quarter (viz, a period of 3 calendar months, namely, January-March or April-June or July-September or October-December) immediately succeeding its appointment or date of the closure of the Offer, whichever is later. It is further clarified that ICRA shall not be responsible for providing any monitoring agency report for the quarters prior to its effective appointment.
6.3 This Agreement shall automatically terminate upon the issuance of the last of Monitoring Agency Report by the Monitoring Agency upon utilization of 100% of the IPO Proceeds and the Pre-IPO Gross Proceeds, as applicable, by the Company in accordance with the provisions of the Prospectus and/or as per the terms of the Companies Act and/or Applicable Law hereof, and the Parties shall take such action as may be required under the SEBI ICDR RegulationRegulations.
6.4 Upon termination of the Agreement prior to utilization of 100% of the IPO Proceeds and the Pre-IPO Gross Proceeds, as applicable, the Company shall appoint such other credit rating agency as the new monitoring agency for the purposes of monitoring the use of IPO Proceeds and the Pre-IPO Gross Proceeds, as applicable, and on such terms and conditions as may be agreed to between the Company and the new monitoring agency. The Company shall ensure that the appointment of the new monitoring agency takes place immediately upon termination of the Monitoring Agency. The Monitoring Agency agrees that until the new monitoring agency is appointed, the Monitoring Agency shall continue to continue discharge its functions under the services upto terms of this Agreement until the effective date of termination or such other timelines as prescribed under the Applicable Law.
6.5 Notwithstanding anything contained herein, the provisions of clauses 6 (Term, Termination and Consequences of Termination), 7 (Limitation of Liabilities), 8 (Monitoring Agency Fee and Expenses), 10 (Indemnity), 11 (Warranty), 12 (Confidentiality), 13 (Disclaimer) and 15.6 (Governing Law and Jurisdiction) shall survive any termination of this Agreement. On the appointment of a new monitoring agency, the Monitoring Agency shall extend all such support as may be required in terms of the SEBI ICDR Regulations and other Applicable Law towards taking over duties and responsibilities by the newly appointed monitoring agency as the monitoring agency, as required in terms of the SEBI ICDR Regulations.
Appears in 1 contract
Samples: Monitoring Agency Agreement