Common use of DUTIES AND RESPONSIBILITIES OF THE MANAGERS Clause in Contracts

DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by Managers. 5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) On receipt of information from the Company, intimate in writing the Anchor Investor Bidding Date and the Bid/Issue Opening Date and Bid/Issue Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Registrar to the Issue along with a copy to the Company in the form attached hereto as Schedule III. (b) On the receipt of information from the Company, inform the Registrar to the Issue, the Escrow Collection Bank/Public Issue Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrence of any of the events mentioned in Clause 3.2.1. (c) Along with the Registrar to the Issue, instruct the Escrow Collection Bank of the details of the monies to be transferred to Public Issue Account and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV and Schedule VII hereto, the Red ▇▇▇▇▇▇▇ Prospectus and Applicable Laws. (d) On or prior to the Designated Date, the Managers shall intimate the Designated Date to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks. (e) Instruct the Public Issue Account Bank (with a copy to the Company) in the prescribed forms in relation to the details of the monies to be transferred from the Public Issue Account in accordance with Clause 3. 5.3 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Issue. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Managers (or agents of such other Manager, including sub-syndicate members of such other Managers) or the Designated Intermediaries in connection with the Issue. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the Managers shall, on issuing instructions to the Escrow Collection Bank and the Registrar to the Issue in accordance with Clause 5.2 above, be fully discharged of their duties and obligations under this Agreement.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the other Designated Intermediaries or Bids not procured by ManagersIntermediaries. 5.2 5.1 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) On the receipt of information from the Company, intimate in writing the Anchor Investor Bidding Date Bid/ Offer Period and the Bid/Issue Bid/ Offer Opening Date and Bid/Issue Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date Bid/ Offer Period to the Escrow Collection Bank, Banker to the Public Issue Account Bank, the Refund Bank Offer and the Registrar to the Issue along with a copy to the Company in the form attached hereto as Schedule IIIRegistrar. (b) On the receipt of information from the CompanyCompany and/or the Selling Shareholders, inform the Registrar and the Banker to the Issue, the Escrow Collection Bank/Public Issue Account Bank/Refund Bank/ the Sponsor Banks Offer regarding the occurrence of any of the events mentioned in Clause 3.2.13.2.1.21. (c) Along with the Registrar to the IssueRegistrar, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Issue Offer Account to the account of the Company and the Selling Shareholders respectively and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV and Schedule VII heretoherein, the Red ▇▇▇▇▇▇▇ Prospectus and Applicable LawsLaw. (d) On or prior to after the Designated Bid/Offer Closing Date, the Managers shall intimate the Designated Date to the Escrow Collection Bank, Banker to the Public Issue Account Bank, the Refund Bank and the Sponsor BanksOffer. (e) Instruct Provide instructions to the Public Issue Offer Account Bank (with a copy to the Company) in the prescribed forms in relation to the details transfer of the monies to be transferred funds from the Public Issue Offer Account in accordance with Clause 3. 5.3 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions terms of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Issue. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the The Managers shall be severally, and not jointly, responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement. 5.2 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Managers (or agents of such other Manager, including sub-syndicate members of such other Managers) or the Designated Intermediaries Party hereto in connection with the IssueOffer. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the The Managers shall, on issuing all instructions to the Escrow Collection Bank and the Registrar to the Issue in accordance with as contemplated under Clause 5.2 above0, be fully discharged of their duties and all its obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agree that the Managers will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to withholding tax or any similar obligation in relation to proceeds realized from the Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the Managers liable for: (a) determination of the quantum of the Securities Transaction Tax payable in relation to the Offer; or (b) payment of the Securities Transaction Tax payable in relation to the Offer. The obligation of the Managers in respect of the Securities Transaction Tax to the relevant Indian income tax department/revenue authorities, will be limited to the remittance by the post-Offer BRLM (on behalf of the Managers) of such Securities Transaction Tax pursuant to and in accordance with Applicable Law. 5.3 The Parties acknowledge and agree that the deposit of the Securities Transaction Tax by the post-Offer BRLM (on behalf of the Managers) with the relevant Indian income tax department/ revenue authorities is only a procedural requirement as per applicable taxation laws and that the Managers shall neither derive any economic benefits from the transaction relating to the payment of securities transaction tax nor be liable for obligations of the Selling Shareholders in this regard. The Managers agree that in the event one or more of the Managers receive any communication or notice from Indian revenue authorities and/or is required to pay any amounts for any lapse on the part of the Selling Shareholders in payment and deposit of such Securities Transaction Tax, the Managers shall jointly, and/or severally, seek the indemnity against the Selling Shareholders, in terms of this Agreement, the Offer Agreement or the Underwriting Agreement or any other agreement entered into between the Managers and the Selling Shareholders in relation to the Offer to the extent of the Securities Transaction Tax obligation. 5.4 The BRLMs shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circulars. 5.5 The BRLMs shall identify the non-adherence of timelines and processes during the period of six Working Days from the Bid/Issue Closing Date as mentioned in the UPI Circulars and submit a report to SEBI with a comprehensive analysis of entities responsible for the delay and the reasons associated with it.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by Managers. 5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) On receipt of information from the Company, intimate in writing the Anchor Investor Bidding Date and the Bid/Issue Bid/ Offer Opening Date and Bid/Issue Offer Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date to the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Registrar to the Issue Offer along with a copy to the Company and the Selling Shareholders in the form attached hereto as Schedule III. (b) On the receipt of information from the CompanyCompany and/or the Selling Shareholders, inform the Registrar to the IssueOffer, the Escrow Collection Bank/Public Issue Offer Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrence of any of the events mentioned in Clause 3.2.1. (c) Along with the Registrar to the IssueOffer, instruct the Escrow Collection Bank of the details of the monies to be transferred to Public Issue Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV A and Schedule VII IX hereto, the Red ▇▇▇▇▇▇▇ Prospectus and Applicable Laws. (d) On or prior to the Designated Date, the Managers shall intimate the Designated Date to the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Banks. (e) Instruct the Public Issue Offer Account Bank (with a copy to the CompanyCompany and each of the Selling Shareholders) in the prescribed forms in relation to the details of the monies to be transferred from the Public Issue Offer Account in accordance with Clause 3. 5.3 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the IssueOffer. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Managers (or agents of such other Manager, including sub-syndicate members of such other Managers) or the Designated Intermediaries in connection with the IssueOffer. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the Managers shall, on issuing instructions to the Escrow Collection Bank and the Registrar to the Issue Offer in accordance with Clause 5.2 above, be fully discharged of their duties and obligations under this Agreement. 5.4 Subject to Clause 3.2.3.2 (b) above, the obligation of the Managers in respect of the STT will be limited to remittance of such STT pursuant to and in accordance with Applicable Law. Further, the Parties agree that in the event the Managers receive any communication or notice from Indian revenue authorities and/or are required to pay any amounts for any lapse on the part of any of the Selling Shareholders in payment and deposit of such tax, the Managers may invoke the indemnity against the relevant Selling Shareholder, in terms of this Agreement, the Offer Agreement or the Underwriting Agreement, as applicable. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agree that the Managers will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Other Taxes, as applicable, or any similar obligation in relation to proceeds realized from the Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the Managers liable for: (a) determination of the quantum of the Securities Transaction Tax payable in relation to the Offer; or (b) payment of the Securities Transaction Tax payable in relation to the Offer.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids not procured by the Designated Intermediaries or Bids not procured by Managers. 5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) On If required, upon receipt of information from the CompanyCompany and/or the Selling Shareholders, intimate in writing the Anchor Investor Bidding Date Bid/ Offer Period and the Bid/Issue Bid/ Offer Opening Date and Bid/Issue Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date Bid/ Offer Period to the Escrow Collection Bank, Banker to the Public Issue Account Bank, the Refund Bank Offer and the Registrar to the Issue along with a copy to the Company in the form attached hereto as Schedule III.Annexure E. (b) On the receipt of information from the CompanyCompany and/or the Selling Shareholders, inform the Registrar and the Banker to the Issue, the Escrow Collection Bank/Public Issue Account Bank/Refund Bank/ the Sponsor Banks Offer regarding the occurrence of occurrenceof any of the events mentioned in Clause 3.2.13.2.1.1 in accordancewith Clause 3.2.1.2. (c) Along with the Registrar to the IssueOffer, instruct the Escrow Collection Bank of the details of the monies to be transferred to the Public Issue Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV and Schedule VII heretoherein, the Red ▇▇▇▇▇▇▇ Prospectus and Applicable LawsLaw. (d) On or prior after the Bid/Offer Closing Date, acting along with the Registrar to the Designated DateOffer, the Managers shall intimate the Designated Date to the Escrow Collection Bank, Banker to the Public Issue Account Bank, the Refund Bank and the Sponsor BanksOffer in accordance with Clause 3.2.3.1(b). (e) Instruct On receipt of information from the Company, intimate in writing the date of the RoC Filing to the Banker to the Offer and the Registrar to the Offer. (f) Provide instructions to the Public Issue Account Bank (with a copy to the Company) in Offer Bankin the prescribed forms in formsin relation to the details transfer of the monies to be transferred funds from the Public Issue Offer Account in accordance with Clause 3terms of this Agreement. 5.3 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of No Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Issue. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Managers (Manager or agents of such other Manager, including sub-syndicate members of such or other Managers) or the Designated Intermediaries in connection with the IssueOffer. The obligations, representations, undertakings, warranties, rights and liabilities of the Managers under this Agreement shall be several and not joint. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible and liable for any failure to (a) the computation of the STT or withholding tax payable in relation to perform their respective duties and responsibilities as set out the Offer; or (b) payment of the STT or withholding tax payable in this Agreement provided that relation to the Offer. The obligation of the Managers shall, on issuing instructions in respect of the STT or any withholding tax will be limited to the Escrow Collection Bank remittance of such STT or withholding tax pursuant to and the Registrar to the Issue in accordance with Applicable Law. 5.4 Subject to Clause 5.2 3.2.3.2(b) above, be fully discharged the collection and deposit of the STT to the Indian revenue authorities is the joint responsibility of all the Managers and only for any procedural consideration, the Managers may authorize one of the Managers to act on their duties behalf in connection with collection and obligations under this Agreementdeposit of STT to Indian revenue authorities. 5.5 The Managers shall submit a report of compliance with activities as specified and in the manner and within the timelines stated in the UPI Circular. 5.6 The Managers shall identify the non-adherence of timelines and processes during the period of six Working Days from the Bid/Issue Closing Date as mentioned in the UPI Circulars and submit a report to SEBI with a comprehensive analysis of entities responsible for the delay and the reasons associated with it.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

DUTIES AND RESPONSIBILITIES OF THE MANAGERS. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Managers, no provision of this Agreement will constitute any obligation on the part of any of the Managers to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by Managers. 5.2 The Parties hereto agree that the duties and responsibilities of the Managers under this Agreement shall be as set out below: (a) On receipt of information from the Company, intimate in writing the Anchor Investor Bidding Date and the Bid/Issue Bid/ Offer Opening Date and Bid/Issue Offer Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date to the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Registrar to the Issue along with a copy to the Company and the Promoter Selling Shareholders in the form attached hereto as Schedule III. (b) On the receipt of information from the CompanyCompany and/or the Promoter Selling Shareholders, inform the Registrar to the IssueRegistrar, the Escrow Collection Bank/Public Issue Offer Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrence of any of the events mentioned in Clause 3.2.1. (c) Along with the Registrar to the IssueRegistrar, instruct the Escrow Collection Bank of the details of the monies to be transferred to Public Issue Offer Account and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV A and Schedule VII X hereto, the Red ▇▇▇▇▇▇▇ Prospectus and Applicable Laws. (d) On or prior to the Designated Date, the Managers shall intimate the Designated Date to the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Banks. (e) Instruct the Public Issue Offer Account Bank (with a copy to the CompanyCompany and each of the Promoter Selling Shareholders) in the prescribed forms in relation to the details of the monies to be transferred from the Public Issue Offer Account in accordance with Clause 3. 5.3 The Managers shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members Member (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the IssueOffer. The Managers shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement. The obligations, representations, warranties, undertakings, liabilities and rights of the Managers under this Agreement shall be several and not joint. None of the Managers shall be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of any other Managers (or agents of such other ManagerMANAGER, including sub-syndicate members of such other Managers) or the Designated Intermediaries in connection with the IssueOffer. Except as provided in Clause 5.4 below, the Managers shall be severally (and not jointly) responsible and liable for any failure to perform their respective duties and responsibilities as set out in this Agreement provided that the Managers shall, on issuing instructions to the Escrow Collection Bank and the Registrar to the Issue Offer in accordance with Clause 5.2 above, be fully discharged of their duties and obligations under this Agreement. 5.4 Subject to Clause 3.2.3.2 (b) above, the obligation of the Managers in respect of the STT will be limited to remittance of such STT pursuant to and in accordance with Applicable Law. Further, the Parties agree that in the event the Managers receive any communication or notice from Indian revenue authorities and/or are required to pay any amounts for any lapse on the part of any of the Promoter Selling Shareholders in payment and deposit of such tax, the Managers may invoke the indemnity against the relevant Promoter Selling Shareholder, in terms of this Agreement, the Offer Agreement or the Underwriting Agreement, as applicable. Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby agree that the Managers will not have any responsibility, obligation or liability whatsoever, directly or indirectly, with regard to Other Taxes, as applicable, or any similar obligation in relation to proceeds realized from the Offer. It is hereby clarified that nothing contained in this Agreement or in any other agreement or document shall make the Managers liable for: (a) determination of the quantum of the Securities Transaction Tax payable in relation to the Offer; or (b) payment of the Securities Transaction Tax payable in relation to the Offer.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement