Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. 9.1. The Company hereby, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following that: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issue; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the Company that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (iv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants to the Company that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue in accordance with the BTI Regulations and such certificate is, and until completion of the Issue, will be, valid and in existence, and that it is, and until completion of the Issue, will be, entitled to carry on business as a Banker to the Issue under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Issue that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank, as applicable, and discharge its duties and obligations under this Agreement.

Appears in 2 contracts

Sources: Public Issue Account and Sponsor Bank Agreement, Public Issue Account and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company herebyas of the date of this Agreement, jointly and severallyuntil the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertake as of undertakes to the date hereof and as of other Parties the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. (a) This Agreement has been and the Other Agreements have been and will be duly authorized, executed and delivered by the Company. This Agreement , and each is or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-pre- emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject. 9.1.2. (b) The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be boundnot create any mortgage, in relation to the Issue and for performance of its obligations under this Agreementcharge, and has complied withpledge, and shall comply withlien, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created trust or exist any other security, interest or other encumbrance over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; and 9.1.4. (c) The Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtainedobtained by the Company. 9.2. 9.2 The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrantSelling Shareholders hereby, as of the date hereof of this Agreement, and up until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertakes to the completion other Parties the following: (a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms and the execution and delivery by them, and the performance by them of their obligations under, this Agreement, the Offer Documents and the Other Agreements, shall not and will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on them; (b) Subject to Clause 3.2.3.2, they shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company; and (c) The Selling Shareholders acknowledge and agree that the calculation and payment of STT and withholding tax, if applicable, in relation to the offer and sale of the Offered Shares is the obligation of such Selling Shareholder with respect his or her respective portion of the Offered Shares, and any deposit of such tax by the Managers (in the manner to be set out in the cash escrow and sponsor bank agreement to be entered into for this purpose) 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 STT or withholding tax, if applicable, nor be liable for obligations of any of the Selling Shareholders in this regard. Accordingly, the Selling Shareholders undertake that in the event of any future proceeding, investigation, demand, claim, request or litigation or arbitration by the Governmental Authority including Indian revenue authorities against the Managers relating to payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the Managers to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority and neither of the Managers shall be liable in any manner whatsoever for any failure or delay on the part of any of the Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. Such STT shall be deducted based on an opinion issued by an independent chartered accountant in terms of the cash escrow and sponsor bank agreement and provided to the Managers and the Managers shall have no liability towards determination of the quantum of STT to be paid. For avoidance of doubt, it is clarified that the Selling Shareholders shall be liable, in all respect, for payment of STT. Provided that the Selling Shareholders shall not be liable for any failure by the Managers to deposit STT, if applicable, due to reasons of fraud, wilful misconduct or gross negligence. 9.3 The Registrar to the Offer, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally (and not jointly) to each other and to the other Parties Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties parties, in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not and will not contravene violate, or constitute a breach of, (a) any provision of respective Applicable LawLaws, (b) the their respective constitutional documents of such Partydocuments, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking undertaking, respectively, to which it is a party or which is binding on such Party them or any of its their respective assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it them of its their respective obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiic) no No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the Company other Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that: (ia) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the UPI Circulars November 2018 Circular with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar to the Offer and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.4. 9.5 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the Managers, the Company and the Selling Shareholders, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Bankers to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker Bankers to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally Offer confirms that it has not violated any of the conditions subject to which the such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the SEBI performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and that authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 9.6 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 9.7 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby represents as Banks further represent and warrant, to the Managers, the Company and the Selling Shareholders on behalf of the date hereof itself and until completion of the Issue its Correspondent Banks, that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the or Sponsor BankBanks, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 9.8 Each of Managers severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Selling Shareholders that: (a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such Manager has been duly authorized.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severallycovenants, represent, warrant, covenant and undertake as of the date hereof and as until the commencement of trading of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in on the IssueStock Exchanges, the following that: 9.1.1. This (a) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement is Company and is, and will constitute, a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the . The execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations underunder this Agreement, this Agreement shall does not conflict with, or, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any judgment, order or decree of any Governmental Authority having jurisdiction over the assets Company. No consent, approval, authorization or properties of order of, or qualification with, any Governmental Authority is required for the performance by the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and except such as have been obtained or shall be obtained prior to the completion of the Offer. Further, the Company has complied with, with and shall comply with, with the terms and conditions of such consents and approvals and consentsall Applicable Law in relation to the Offer and any matter incidental thereto; (b) No mortgage, charge, pledge, lien, or any other security, interest or other Encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein other than as may be expressly provided under this Agreement; and (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 9.1.38.2 The Selling Shareholder hereby in respect of itself/himself, its/his respective portion of the Offered Shares and the Offer, represents, warrants, undertakes and covenants, as of the date hereof and up to the date of commencement of listing and trading of the Equity Shares of the Company: (a) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms. The execution and delivery by it, and the performance by it, of its respective obligations (if any) under this Agreement does not and will not contravene or violate or may result in breach or violation of (i) any provision of Applicable Law; (ii) its memorandum of association, articles of association or constitutional documents, as applicable; or (iii) any agreement by which it is bound. No consent, approval, authorization of, any governmental body or agency is required for the performance by it of its respective obligations under this Agreement except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; and 9.1.4. The Company (c) Subject to Applicable Law, the Selling Shareholder shall not have recourse to any proceeds of the Issue, Offer including any amounts in the Public Issue Account, Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.3 The Selling Shareholder acknowledges and agrees that payment of STT in relation to the Offer is its obligation, and any deposit of such tax by the Book Running Lead Managers (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchange Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement) is only a procedural requirement as per applicable taxation laws and that the Book Running Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, the Selling Shareholder agrees and undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against any of the Book Running Lead Managers relating to payment of STT in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be required or requested by the Book Running Lead Managers to provide independent submissions for themselves, or their respective Affiliates, in any litigation or arbitration proceeding and/or investigation by any Governmental Authority and defray any costs and expenses that may be incurred by the Book Running Lead Managers in this regard. Such STT shall be deducted based on Chartered Accountant Certificate, and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have been obtainedno liability towards determination of the quantum of STT to be paid. The Selling Shareholder hereby agrees that the Book Running Lead Managers shall not be liable in any manner whatsoever to the Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. 9.2. 8.4 The Registrar, Escrow Collection Bank, /the Public Issue Offer Account BankBank/ Refund Bank/ Sponsor Banks, the Refund Bankin their respective capacities, the Sponsor Bankrepresent, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the Assignment does not and will not contravene or constitute a breach of: (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets , or (d) any agreement or instrument binding on the Bankers to the Offer and no the Registrar, or result in the imposition of any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance or transfer restrictions, both present and future on any property or assets of the Bankers to the Offer and the Registrar. No consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiic) no it has been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (d) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance Encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.5 Each of the Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and Selling Shareholder that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. 8.6 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and the Selling Shareholder that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms Offer confirm that it has not violated any of the conditions subject to which the such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the SEBI and that it performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.7 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.8 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby Banks further represents as and warrants, on behalf of itself and their Correspondent Banks, to the date hereof Book Running Lead Managers, the Company and until completion of the Issue Selling Shareholder that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, Refund Bank or Sponsor Bank as the Public Issue Account Bank and the Sponsor Bank, as applicablecase may be, and discharge its duties and obligations under this Agreement. 8.9 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to the Offer shall extend all co-operation and support to the BRLMs in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four (4) Working Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. 8.10 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severallycovenants, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the Prospectus date of commencement of listing and trading of the Allotment of Equity Shares in of the IssueCompany, the following that: 9.1.1. This a. this Agreement and each of the Transaction Agreements to which the Company is a party has been and will be duly authorized, executed and delivered by the Company. This Agreement it and is a valid and legally binding instrument, enforceable against the Company, it in accordance with its their respective terms, and the . The execution and delivery by the Companyit of, and the performance by the Company it of its obligations under, (if any) under this Agreement shall and each of the Transaction Agreements does not conflict withand will not contravene, violate or result in a breach or violation of, default (and there has not been any event that has occurred that with the giving of notice or lapse of time or both may constitute a default or may result in imposition of any pre-emptive rightEncumbrance on any of its properties or assets or any other agreement or instrument to which it is a party or by which it is bound or to which its properties or assets are subject) under (i) any provision of Applicable Law; (ii) the memorandum of association or articles of association of the Company, lienif applicable; or (iii) any judgment, order or decree of any Governmental Authority having jurisdiction over it. No consent, approval, authorization of, any governmental body or agency is required for the performance by it of its obligations under this Agreement and each of the Transaction Agreements, except such as have been obtained or shall be obtained prior to the completion of the Issue; b. No mortgage, charge, pledge, security interestlien, defectstrust, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement security interest or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow AccountsAccount, the Public Issue Account, the Refund Account or the monies deposited therein.; and 9.1.4. The c. Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained. 9.2. d. It shall pay stamp duty on the issue of Equity Shares in the Issue, and the stamp duty shall be payable in accordance with Applicable Laws. 8.2 The Registrar, Escrow Collection Bank, /the Public Issue Account BankBank/ Refund Bank/ Sponsor Banks, the Refund Bankin their respective capacities, the Sponsor Bankrepresent, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, undertake and covenant as of the date hereof and up to the completion dates of each of the IssueRed ▇▇▇▇▇▇▇ Prospectus, Prospectus, and undertake as on the date of commencement of listing and covenant severally (and not jointly) to each other and to trading of the other Parties Equity Shares of the Company that: (i) this a. This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (ii) the b. The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the Assignment does not and will not contravene or constitute a breach of: (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets or to which any of its property or assets is subject or which may result in imposition of any Encumbrances and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the Issue, or (d) or any judgement, decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over it; and (iii) no c. it has been granted a UPI certification as specified in the SEBI ICDR Master Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; d. No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance Encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Issue Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.3 Each of the Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company thatthat as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company: a. it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (iBankers to an Issue) it Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) b. it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor BankBanks, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; c. its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; d. it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (iv) e. it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. 8.4 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers and the Company as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the Issue, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank/the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the Issue, will be, be entitled to carry on business as a Banker to the Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each the Bankers to the Issue confirm that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 8.5 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.6 Each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any Banks further represents and warrants, on behalf of itself and their Correspondent Banks, to the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations Book Running Lead Managers and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents Company as of the date hereof and until completion dates of each of the Issue Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank, Refund Bank or Sponsor Bank as applicablethe case may be, and discharge its duties and obligations under this Agreement. 8.7 The Escrow Collection Bank/ Public Issue Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to the Issue shall extend all co-operation and support to the BRLMs in identifying the relevant intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding two (2) Working Days from the Bid/Issue Closing Date or such other time as may be prescribed under the Applicable Law. 8.8 None of the Registrar, the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants and severallycovenants to the other Parties, representas of the date hereof and as of the date of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, Allotment of Equity Shares in the Offer and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) The Company has the corporate power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, does not and will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law or the constitutional documents of the Company, or any agreements or result in the imposition of any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance by whatever name called or transfer restrictions, both present and future on any property or assets of the Company and its Subsidiaries or any Equity Shares, or other securities of the Company), and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (iii) no mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iv) the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.2 The Promoter Selling Shareholder hereby represents, warrants and covenants to the other Parties, as of the date hereof and as of the date of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, Allotment of Equity Shares in the Offer and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges, the following: (i) the Promoter Selling Shareholder has the corporate power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding obligation on it, enforceable against it in accordance with its terms and performance of its obligations under this Agreement and the consummation of the transactions contemplated by this Agreement will not contravene any Applicable Law or its constitutional documents or any other agreement or instrument to which it is a party or bound, or to which any of its property or assets are subject; (iii) no mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iv) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. 8.3 The Bankers to the Offer, and the Registrar represent and warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and Prospectus, the Allotment of Equity Shares in the Issue, the following that: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion listing of the IssueEquity Shares on the Stock Exchanges, the following, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issueassets; and (iii) no mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 8.4 The Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company thatand the Promoter Selling Shareholder, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, the following: (ia) it has they have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is they are in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its their obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its their readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and other Applicable Law and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has have in place all necessary infrastructure in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable LawLaws. 9.4. 8.5 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, that it is a scheduled bank as defined under the Companies Act Act, 2013 and the SEBI has granted it a certificate of registration to act as banker bankers to the Issue offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 (“BTI Regulations Regulations”) and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker Bankers to the Issue Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank severally Banks confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI ICDR Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.6 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks hereby represents as of the date hereof and until completion as of the Issue dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment and up to listing of the Equity Shares on the Stock Exchanges, that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor BankBanks, as applicable, and discharge its duties and obligations under this Agreement. 8.7 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company herebyrepresents and warrants, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and Prospectus, Bid /Offer Opening Date, the Allotment of Equity Shares and commencement of trading of Equity Shares in the IssueOffer, covenants and undertakes the following thatfollowing: 9.1.1. This (i) the execution, delivery and performance of this Agreement by the Company has been duly authorized, executed authorized and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority or any third party is required for the performance by the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (ii) the Company shall not create mortgage, charge, pledge, lien, trust, security interest or other Encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein, other than as may be expressly provided under this Agreement; (iii) the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained; and (iv) It shall pay stamp duty on the issue of Equity Shares in the Fresh Issue, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Delhi. 9.2 The Investor Selling Shareholder represents and warrants, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment and Listing of Equity Shares in the Offer with respect to itself and the Offered Shares, covenants and undertakes the following: (a) this Agreement has complied been and will be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it and the performance by it of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law or any of its constitutional documents or any agreement or other instrument binding on it, and shall comply no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the terms performance by it of its obligations, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and (c) Subject to Applicable Law, it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account until the final listing and conditions of such approvals and consentstrading approval from the Stock Exchanges has been obtained by the Company. 9.1.3. 9.3 Each of the Other Selling Shareholder represents and warrants, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Offer upto the date of listing with respect to itself and the Offered Shares, covenants and undertakes the following: (a) this Agreement has been duly authorized, executed and delivered by (or on behalf of) him/ her and is a valid and legally binding instrument, enforceable against him/her in accordance with its terms, and the execution and delivery by him/ her of and the performance by him/ her/ it his obligations under, this Agreement shall not conflict with, result in a breach or violation of any provision of Applicable Law, or any agreement or other instrument binding on him/ her or to which any of his/ her assets or properties are subject, or the imposition of Encumbrance on any of his/ her properties or assets, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by him/ her of his/ her/ obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No Encumbrance mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; 9.1.4. The Company (c) He/she shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Account, Offer Account until the final listing and trading approvals approval from the Stock Exchange have Exchanges has been obtainedobtained by the Company. 9.2. 9.4 The Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any Bank and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the IssueOffer, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issueassets; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.5 The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Selling Shareholders that: (ia) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar and transfer agents; (iiic) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ivd) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. 9.6 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and the Selling Shareholders that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker to the Issue Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 9.7 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Issue Offer that it has and shall continue to have the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank, as applicable, and discharge its duties and obligations under this Agreement. 9.8 In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), the Bidder shall be compensated in accordance with the SEBI ICDR Regulations, UPI Circulars and other Applicable Laws. The Lead Managers shall, in their sole discretion, identify and fix the liability on the intermediary responsible for the delay in unblocking (the “Relevant Intermediary”). In addition to the above, by way of the SEBI Refund Circulars read with SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ has put in place measures to have a uniform policy and to further streamline the reconciliation process among intermediaries and to provide a mechanism of compensation to investors. It is hereby clarified that in case of any failure or delay on the part of such Relevant Intermediary (as determined by the Lead Managers, in their sole discretion) in resolving the grievance of an investor, beyond the date of receipt of a complaint in relation to unblocking, such Relevant Intermediary will be liable to pay compensation to the investor in accordance with the SEBI Refund Circulars, as applicable. The Company and the Selling Shareholder agree that Lead Managers are not responsible for unblocking of account and any delay in unblocking is sole responsibility of SCSBs. 9.9 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company herebyas of the date of this Agreement, jointly and severallyuntil the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertake as of undertakes to the date hereof and as of other Parties the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. (a) This Agreement has been and the Other Agreements have been and will be duly authorized, executed and delivered by the Company. This Agreement , and each is or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject. 9.1.2. (b) The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be boundnot create any mortgage, in relation to the Issue and for performance of its obligations under this Agreementcharge, and has complied withpledge, and shall comply withlien, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created trust or exist any other security, interest or other encumbrance over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein.; and 9.1.4. (c) The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained by the Company. (d) it has the power, authority and approvals to execute this Agreement and perform its obligations hereunder; and (e) all consents, approvals and authorisations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. 9.2. 9.2 The Registrar to the Issue, Escrow Collection Bank, Bank / the Public Issue Account BankBank/ Refund Bank/ Sponsor Banks, the Refund Bankin their respective capacities, the Sponsor Bankrepresent, members of the Syndicatewarrant, if any undertake and the Registrar covenant (severally and not jointly) to the Issue represent and warrantother Parties, as of the date hereof of this Agreement and up to until the completion commencement of listing and trading of the IssueEquity Shares on the Stock Exchanges, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties parties, in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not and will not contravene violate, or constitute a breach of, (a) any provision of respective Applicable LawLaws, (b) the their respective constitutional documents of such Partydocuments, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking undertaking, respectively, to which it is a party or which is binding on such Party them or any of its their respective assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it them of its their respective obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the Issue; and (iiic) no No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Issue Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.3 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the Company other Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that: (ia) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Issue, and it is in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the SEBI UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar to the Issue and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per banks and the format specified in the SEBI UPI Circulars and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.4. 9.4 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants for itself to the Company Manager, the Company, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Bankers to the Issue in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the Issue, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the Issue, will be, be entitled to carry on business as a Banker Bankers to the Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Bankers to the Issue confirms that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 9.5 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 9.6 Each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of Banks further represent and warrant, to the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI RegulationsManager, the stock exchange regulationsCompany on behalf of itself and its Correspondent Banks, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Issue that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank, Refund Bank or Sponsor Banks, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 9.7 The Manager represents, warrants, undertakes and covenants to the Company that: (a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such Manager has been duly authorized.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The Company herebyrepresents and warrants, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as until the commencement of trading of the dates of each of Equity Shares on the Red ▇▇▇▇▇▇▇ ProspectusStock Exchanges, and covenants and undertakes, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-pre- emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of any of the Company Entities or any agreement or other instrument binding on any of the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer. 9.1.2. The Company has obtained and shall obtain all approvals approvals, consents and consents authorizations, as applicable and has made and shall make all necessary notifications which may be required under Applicable Law are material for the Company, including any Governmental Authority and/or under contractual arrangements by which it or its assets may be bound, in relation to the Issue Offer and for performance of its obligations under this Agreement, the Other Agreements and each of the Offer Documents, including, without limitation, written consents or waivers of lenders (including any lenders to the Promoters) and any other third party having any pre-emptive rights, and has complied with, and shall comply with, the terms and conditions of such approvals approvals, consents and consentsauthorizations. The Company has complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein. 9.1.4. The Company undertakes and agrees that it shall not access or have recourse to any proceeds of the Issuemoney raised in the Offer, including any amounts in the Public Issue Offer Account, until receipt of the final listing and trading approvals from the Stock Exchange have been obtainedExchanges. 9.2. The Promoter Selling Shareholder (in respect of itself and the Offered Shares) hereby represents and warrants, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, and covenants and undertakes, the following: 9.2.1. This Agreement has been duly authorized, executed and delivered by the Promoter Selling Shareholder and is a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by such Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of such Promoter Selling Shareholder, contravene any provision of Applicable Law or any agreement or other instrument binding on such Promoter Selling Shareholder or to which any of the assets or properties of such Promoter Selling Shareholder are subject or its constitutional documents, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer. 9.2.2. It has the corporate authority to enter into this Agreement and to invite Bids for, offer, allot and transfer the Offered Shares pursuant to the Offer. 9.2.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein. 9.2.4. The Promoter Selling Shareholder undertakes and agrees that it shall not access or have recourse to the proceeds of the Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchanges. 9.3. The Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, Bank and the Sponsor BankBanks, members of the Syndicate, if any BRLMs and the Registrar to the Issue represent and Offer represent, warrant, as of the date hereof covenant and up to the completion of the Issueundertake, and undertake and covenant severally (and not jointly) , to each other and to the other Parties that, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.39.4. The Each Sponsor Bank Bank, severally and not jointly, specifically representsrepresents and warrants as of date hereof, warrants, undertakes as of the date hereof and covenants for itself to until the Company thatcommencement of trading of the Equity Shares on the Stock Exchanges: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor BankBanks, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; (iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their documentation and functional specifications; (B) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and (ivv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.49.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks, severally and not jointly, represents, warrants, undertakes and covenants to the members of the Syndicate and the Company and the Promoter Selling Shareholder as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker banker to the Issue offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.59.6. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks hereby represents as of the date hereof and until completion of the Issue Offer that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor BankBanks, as applicable, and discharge its duties and obligations under this Agreement. 9.7. None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security; under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act or would render invalid (for the purpose of the offer and sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided under section 4(a) thereof or by Rule 144A thereunder or by Regulation S thereunder.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following covenants that: 9.1.1. This (a) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement , and is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, under this Agreement shall does not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future contravene (“Encumbrances”i) on any property or assets of the Company, contravene any provision of Applicable Law Laws; or (ii) the constitutional documents of the Company or any of its Subsidiaries; or and (iii) any agreement indenture, mortgage, deed of trust, loan or other credit arrangement, note or instrument binding on to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries may be bound, or to which any of its or its Subsidiaries property or assets is subject (or result in the imposition of Encumbrance on any property or assets or properties of the Company are subjector any of its Subsidiaries, or any Equity Shares or other securities of the Company); or (iv) any notice or communication, written or otherwise, issued by any third party to the Company or any of its Subsidiaries with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or bound by. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company of its obligations under this Agreement except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, or any other security, interest or other encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; and (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws], wherever applicable. It shall pay stamp duty on the issue of Equity Shares in the Fresh Issue, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Parwanoo, Himachal Pradesh. 9.1.2(d) neither of the Company , nor any of its associates, Affiliates, or joint ventures, nor any of their respective directors, partners, officers, relatives or employees nor, to the knowledge of the Party, any persons acting on any of their behalf: a. is a Restricted Party; or b. has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (e) The Company shall not, and shall not permit or authorize any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any sales or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Party, or (ii) in any other manner that would reasonably be expected to result in the Borrowers being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party. 8.2 The Selling Shareholder hereby represent, warrant, undertake and covenant that: (a) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms. The Company has obtained execution, delivery and shall obtain all approvals the performance, by it of its obligations under, this Agreement do not and consents will not contravene or violate or may result in breach or violation of any provision of Applicable Law, or trust deed or any agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or instrument to which may be required under Applicable Law and/or under contractual arrangements it is a party or by which it may be bound, in relation or to the Issue and for performance which any of its property or assets is subject or imposition of any Encumbrance on any of its properties or assets or any notice or communication, written or otherwise, issued by any third party to it with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or bound by. No consent, approval, authorization of, any Governmental Authority is required for the performance by it of its respective obligations under this AgreementAgreement that it may enter into in connection with the Offer, and has complied withexcept such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, and shall comply withcharge, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance pledge, lien, trust, or any other security interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; 9.1.4. The Company (c) Subject to Clause 3.2.4.2, the Selling Shareholder shall not have recourse to any proceeds of the Issue, Offer including any amounts in the Public Issue Account, Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws, wherever applicable. They shall pay stamp duty on the transfer of its portion of the Offered Shares in the Offer, and the stamp duty shall be payable at the place where its registered office of the Company is located, i.e., Vadodara, Gujarat or NSDL/CDSL as may be applicable. (d) The Offered Shares proposed to be transferred by the Selling Shareholder pursuant to the Offer are validly acquired and free and clear from any encumbrances; (e) The Selling Shareholder undertakes to ensure that all representations, warranties, undertakings and covenants made by them in this Agreement shall continue to be true and correct as on the dates of filing of the RHP and the Prospectus. 8.3 Each of the Selling Shareholder acknowledge and agree that payment of STT and withholding tax, wherever applicable, in relation to the Offer is its obligation, and any deposit of such tax by the BRLM (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchange Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLM shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, the Company and each of the Selling Shareholder agree and undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against any of the BRLM relating to payment of securities transaction tax in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be reasonably required or requested by the BRLM to provide independent submissions for themselves, or their respective Affiliates, in any litigation or arbitration proceeding and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that may be incurred by the BRLM in this regard. Such STT shall be deducted based on reports issued by chartered accountant(s) appointed by the Company on behalf of the Selling Shareholder, as applicable, and provided to the BRLM and the BRLM shall have been obtainedno liability towards determination of the quantum of STT to be paid. Each Selling Shareholder hereby agrees that the BRLM shall not be liable in any manner whatsoever to any of the Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT or any other taxes in relation to the Offer. 9.2. 8.4 The Registrar, Escrow Collection Bank, /the Public Issue Offer Account Bank, the Bank/ Refund Bank, the Bank/ Sponsor Bank, members of the Syndicatein their respective capacities, if any and the Registrar to the Issue represent and represent, warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the Assignment does not and will not contravene or constitute a breach of: (a) any provision of Applicable LawLaws, (b) the constitutional organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiic) no No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein. (d) the Company and the Selling Shareholder shall not have recourse to any proceeds of the Offer, other than as specified applicable, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained and necessary payments have been made/arrangements have been made in respect of the withholding tax as per applicable laws, wherever applicable. (e) The Bankers to the Offer and the Registrar undertake to ensure that all representations, warranties, undertakings and covenants made by them in this AgreementAgreement shall continue to be true and correct as on the dates of filing of the RHP and the Prospectus. 9.3. 8.5 The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the BRLM, the Company and each Selling Shareholder that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable LawLaws, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is compliant with Applicable Law Laws and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable LawLaws. 9.4. Each of 8.6 The Bankers to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the BRLM, the Company and the Selling Shareholder that it is a scheduled bank as defined under the Companies Act Banking Regulation Act, 1934 and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Bankers to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker Bankers to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the SEBI and that it performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.7 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.8 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby further represents as and warrants, on behalf of itself and its Correspondent Banks, if any, to the date hereof BRLM, the Company and until completion of the Issue Selling Shareholder that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, Refund Bank or Sponsor Bank as the Public Issue Account Bank and the Sponsor Bank, as applicablecase may be, and discharge its duties and obligations under this Agreement. 8.9 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Bank and the Registrar to the Offer shall extend all co-operation and support to the BRLM in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four Working Days from the Bid/Offer Closing Date. 8.10 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Bank, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act or the registration of the Company under the U.S. Investment Company Act, or would render invalid (for the purpose of the sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided by section 4(a)(2) thereof or by Regulation S thereunder or the exemption from the registration requirements of the U.S. Investment Company Act provided by section 3(c)(7) thereof or otherwise. 8.11 Each of BRLM severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Selling Shareholder that: (a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties it in accordance with the terms hereof; and (b) this Agreement has been duly authorized, executed and delivered by the BRLM.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyrepresents, jointly warrants, undertakes and severallycovenants, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the Prospectus date of commencement of listing and trading of the Allotment of Equity Shares in of the IssueCompany, the following that: 9.1.1. (a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement , and consequently is and will be a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the execution and delivery by the CompanyCompany of the Transaction Agreements, and the performance by the Company of its obligations under, this Agreement shall under such Transaction Agreements does not and/or will not conflict with, with and/or result in a breach or violation ofviolation, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of (i) Applicable Law or the Law; (ii) constitutional documents of the Company or Company; and (iii) any agreement or other instrument binding on the Company Entities or to which result in imposition of Encumbrance on any of the property or assets or properties of the Company are subject.Entities, or any Equity Shares or other securities of the Company; 9.1.2. The Company (b) it has the power and authority to execute this Agreement and perform its obligations hereunder; (c) has obtained and shall obtain all approvals approvals, consents, authorisations and consents orders, as applicable and has made and shall make all necessary notifications, which may be required under Applicable Law including by any Governmental Authority and/or under contractual arrangements by which it may be bound, in relation to the Issue Offer and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents.; 9.1.3. (d) No Encumbrance shall be created or exist over the Escrow AccountsAccount, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; and 9.1.4. The (e) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained. It shall pay stamp duty on the issue of Equity Shares, and the stamp duty shall be payable in accordance with Applicable Laws. 9.2. 8.2 The Escrow Collection BankPromoter Selling Shareholder hereby represents, warrants, undertakes and covenants the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members following in respect of the Syndicate, if any itself and the Registrar to Offered Shares and the Issue represent and warrantOffer as applicable, as of the date hereof and up to the completion date of commencement of listing and trading of the IssueEquity Shares of the Company: (a) This Agreement constitutes a valid and legally binding obligation of the Promoter Selling Shareholder, and is enforceable in accordance with the respective terms hereof; (b) This Agreement has been and will be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable in accordance with its terms, and the obligations under the Offer for Sale of the Offered Shares contemplated under the Offer Documents, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or violation or the imposition of Encumbrance on any of its properties or assets, contravene any provision of Applicable Law, its constitutional documents, or any agreement or other instrument binding on it; and (c) It shall not access or have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.3 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant severally (and not jointly) to each other and to the other Parties that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the Assignment does not and will not contravene or constitute a breach of: (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets or to which any of its property or assets is subject or which may result in imposition of any Encumbrances and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer, or (d) or any judgement, decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over it; and (iiic) no it has been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (d) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance Encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.4 Each of the Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and Promoter Selling Shareholder that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. 8.5 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms Offer confirm that it has not violated any of the conditions subject to which the such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other Governmental Authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other Governmental Authority such that such debarment or suspension will affect the SEBI and that it performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.6 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.7 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby Banks further represents as and warrants, on behalf of itself and their Correspondent Banks, to the date hereof Book Running Lead Managers, the Company and until completion of the Issue Promoter Selling Shareholder that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, Refund Bank or Sponsor Bank as the Public Issue Account Bank and the Sponsor Bank, as applicablecase may be, and discharge its duties and obligations under this Agreement. 8.8 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to the Offer shall extend all co-operation and support to the BRLMs in identifying the relevant intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding two (2) Working Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. 8.9 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The Company Company, the Selling Shareholders hereby, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the IssueOffer, the following that: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue Offer and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3▇.▇.▇. No ▇▇ Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Selling Shareholders hereby represents warrants, covenants and undertakes, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Offer, the following: 9.2.1. This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms, and the execution and delivery by it, and the performance by it of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrances on any of its properties or assets such that it affects its ability to participate in the Offer or comply with the terms and fulfil its obligations in relation to the Offer and under this Agreement, contravene any provision of Applicable Law or any agreement or other instrument binding on it or to which any of its assets or properties are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer, and it shall comply with, the terms and conditions of such approvals, and all Applicable Law in relation to the Offer and any matter incidental thereto. ▇.▇.▇. ▇▇ Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein. ▇.▇.▇. ▇▇ shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.3. The Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue Offer represent and warrant, as of the date hereof and up to the completion of the IssueOffer, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.39.4. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the Company Company, The Selling Shareholders that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (iv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.49.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants to the Company Selling Shareholders that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker to the Issue Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.59.6. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Issue Offer that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank, as applicable, and discharge its duties and obligations under this Agreement.

Appears in 1 contract

Sources: Public Offer Account Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyand the Promoter Selling Shareholders, jointly severally and severallyjointly, represent, warrant, warrant and covenant and undertake to each of the members of the Syndicate as of on the date hereof and as of the dates of each of RHP, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus Allotment and as on date of the Allotment of Equity Shares in the Issue, the following Listing that: 9.1.1. This (i) The Company has the corporate power and authority or capacity, to enter into this Agreement and to invite Bids to offer, issue and allot the Equity Shares pursuant to the Offer, and there are no other authorizations required and there are no restrictions under Applicable Law or the Company’s constitutional documents or any agreement or instrument binding on the Company or to which any of its assets or properties are subject, on the invitation, offer, issue or allotment by the Company of any of the Equity Shares pursuant to the Offer. (ii) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement Company and is and shall be a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, the Company has the corporate power and authority, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations underunder this Agreement, this Engagement Letter, the Registrar Agreement, the Service Provider Agreement, the Monitoring Agency Agreement shall (as and when executed) and the Share Escrow Agreement (as and when executed) does not and will not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company Company, or any agreement Agreements and Instruments or result in the imposition of any pre-emptive or similar rights, liens, (iii) the Company shall not create mortgage, charge, pledge, lien, trust, security interest or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist encumbrance over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein., other than as may be expressly provided under this Agreement; and 9.1.4. The (iv) the Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained; 8.2 Each of the Promoter Selling Shareholders, severally and not jointly, represents, warrants and covenants to each of the members of the Syndicate, as on the date hereof and as on the date of the RHP, the Prospectus, the Allotment and as on date of the Listing, in respect of themselves and their respective portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with its terms and the execution and delivery by them, and the performance of their obligations under this Agreement, including offer and transfer by them of their respective portion of the Offered Shares, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under any agreement or other instrument binding on them, and shall not result in the imposition of any Encumbrance on their respective portion of the Offered Shares, or adversely impact their ability to comply with their respective obligations under this Agreement and the Engagement Letter or to sell their respective portion of the Offered Shares pursuant to the Offer; (ii) it shall not create any encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iii) it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 9.2. 8.3 Each of the Investor Selling Shareholders (other than IFC), severally and not jointly, represents, warrants and covenants to each of the members of the Syndicate, as on the date hereof and as on the date of the RHP, the Prospectus, the Allotment and as on date of the Listing, solely in respect of itself and its respective portion of the Offered Shares, that: (i) this Agreement has been and shall be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it; (ii) it has obtained and shall obtain, if applicable, all necessary approvals and consents which may be required under Applicable Law and/ or under its constitutional documents and the contractual arrangements by which it may be bound, in relation to (iii) it shall not create any encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iv) it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.4 IFC hereby, represents, warrants and covenants to each of the members of the Syndicate on the date hereof and as on the dates of the RHP, the Prospectus and the Allotment and as on date of the Listing, the following in respect to itself and the IFC Offered Shares: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, and subject to provisions of the International Finance Corporation (Status, Immunities and Privileges) Act, 1958 and its Articles of Agreement, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement and the Other Agreements (as and when executed), including offer and transfer of the IFC Offered Shares, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under its constitutional documents. (ii) it shall not create any encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iii) it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.5 Each of the Other Selling Shareholders, severally and not jointly, represents, warrants and covenants to each of members of the Syndicate, as on the date hereof and as on the date of the RHP, the Prospectus, the Allotment and as on date of the Listing, in respect of themselves and their respective portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with its terms and the execution and delivery by them, and the performance of their obligations under this Agreement, including offer and transfer by them of their respective portion of the Offered Shares, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents (in the case of entities being Other Selling Shareholders) or under any agreement or other instrument binding on them, and shall not result in the imposition of any Encumbrance on their respective portion of the Offered Shares, or adversely impact their ability to comply with their respective obligations under this Agreement and the Engagement Letter or to sell their respective portion of the Offered Shares pursuant to the Offer. (ii) they have obtained all necessary approvals and consents which may be required under Applicable Law and/ or under its constitutional documents (in the case of entities being Other Selling Shareholders) and the contractual arrangements by which they may be bound, in relation to the Offer for Sale and the transfer of their respective portion of the Offered Shares pursuant to the Offer, as the case may be, and have complied with and will comply with all terms and conditions of such approvals and Applicable Law in relation to the Offer and the transfer of their respective portion of the Offered Shares pursuant to the Offer. (iii) it shall not create any encumbrance over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein; and (iv) it shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.6 The Registrar, Escrow Collection Bank, the Public Issue Account Offer Bank, the Refund Bank, the Sponsor Bank, Bank 1 and the Sponsor Bank 2 the members of the Syndicate, if any Syndicate and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion commencement of trading of the IssueEquity Shares on the Stock Exchanges, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issueassets; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.7 Each of the Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Selling Shareholder, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges, that: (ia) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar and transfer agents; (iiic) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. 8.8 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Offer Bank and each of the Sponsor Bank Banks severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and the Selling Shareholders, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges, that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker Bankers to the Issue Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Offer Bank, the Refund Bank and each of the Sponsor Bank Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI ICDR Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.9 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Offer Bank and each of the Sponsor Bank Banks hereby represents as of the date hereof and until completion of the Issue Offer that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Account Offer Bank and the Sponsor Bank, as applicable, and discharge its duties and obligations under this Agreement.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Banks Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following covenants that: 9.1.1. This (a) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement , and is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, under this Agreement shall does not conflict with, result in a breach or violation of, or contravene (i) any provision of Applicable Law; (ii) the constitutional documents of the Company; (iii) any agreement, indenture, mortgage, deed of trust, loan or credit arrangement, note or other instrument to which the Company is a party or by which it may be bound, or (iv) any written notice or communication, written or otherwise, issued by any third party to the Company with respect to any indenture, loan, credit arrangement or any other agreement to which it is a party or is bound; or result in any acceleration of repayments or the imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) Encumbrance on any property or assets of the Company, contravene or any provision Equity Shares or other securities of Applicable Law the Company. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required by the Company for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) no mortgage, charge, pledge, lien, or any other security, interest or Encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the constitutional documents monies deposited therein. 8.2 Each of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject.Corporate Promoter Selling Shareholders and Investor Selling Shareholders hereby severally and not jointly, represents, warrants, undertakes and covenants that: 9.1.2. The Company (a) it has obtained and shall obtain obtain, prior to the completion of the Offer, all necessary authorizations, approvals and consents consents, which may be required under Applicable Law and/or under its constitutional documents and/or under contractual arrangements by which it may be bound, in relation to the Issue and Offer for performance of its obligations under this Agreement, Sale and has complied with, and shall comply with, the terms and conditions of such authorizations, approvals and consents, all Applicable Law and/or its constitutional documents and/or contractual arrangements by which it may be bound in relation to the Offer for Sale.; 9.1.3. No (b) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with their respective terms; (c) no mortgage, charge, pledge, lien, or any other security interest or Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies its proceeds deposited therein.; and 9.1.4. The Company (d) subject to Clause 3.2.d.2, it shall not have recourse to any proceeds of the Issue, Offer including any amounts in the Public Issue Account, Offer Account until the final listing and trading approvals approval from the Stock Exchange have has been obtainedobtained by the Company. 9.2. The 8.3 Each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any Banks and the Registrar to the Issue represent Registrar, hereby severally and not jointly, specifically represent, warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties BRLMs, the Syndicate Members, the Company and each Selling Shareholder that: (ia) this Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (iib) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the Assignment does not and will not contravene or constitute a breach of: (a) any provision of Applicable LawLaws, (b) the constitutional organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiic) no mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance Encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.4 Each of the Sponsor Bank Banks, hereby severally and not jointly, specifically represents, warrants, undertakes and covenants for itself to the BRLMs, the Syndicate Members, the Company and each Selling Shareholder that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable LawLaws, with the Stock Exchange and the registrar and transfer agents; (iiic) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ivd) it is compliant with Applicable Law Laws and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable LawLaws. 9.4. 8.5 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks, hereby severally and not jointly, represents, warrants, undertakes and covenants to the BRLMs, the Syndicate Members, the Company and the Selling Shareholders that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isis and, and until completion of the IssueOffer, will be, be entitled to carry on business as a Banker banker to the Issue offer under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally Offer confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or Governmental Authority or judicial authority such that such debarment or suspension will affect the SEBI and that it performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.6 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.7 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank hereby Banks hereby, severally and not jointly, in their respective capacities, as applicable, represents as and warrants, on behalf of itself and its Correspondent Banks, to the date hereof BRLMs, the Company and until completion of the Issue Selling Shareholders that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank, as applicablethe case may be, and discharge its duties and obligations under this Agreement. 8.8 The Sponsor Banks and the Registrar to the Offer shall extend all co-operation and support to the BRLMs in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four (4) Working Days from the Bid/Offer Closing Date. 8.9 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the U.S. Securities Act, or would render invalid (for the purpose of the sale of Equity Shares), the exemption from the registration requirements of the U.S. Securities Act provided by section 4(a) thereof or by Regulation S thereunder. 8.10 Each of the BRLMs, severally and not jointly, represents and warrants that: (a) SEBI has granted to it a certificate of registration to act as a merchant banker in accordance with the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 and such certificate is valid and is in existence as on the date of this Agreement and each of the BRLMs confirm that it will immediately inform the Company and the Selling Shareholders of any change in its validity of certificate of registration; and (b) this Agreement has been duly authorized, executed and delivered by it and constitutes valid and legally binding obligation on such BRLM in accordance with the terms of this Agreement.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The Parties to this agreement hereby, represents, warrants; a. it has the corporate power and authority or capacity, to enter into this Agreement and perform its obligations hereunder; and b. all consents, approvals and authorisations (if any) required to be obtained by the Parties for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. 9.2. The Company hereby, jointly represents, warrants, covenants and severallyundertakes to other Parties, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and Prospectus, the Allotment of and Listing of the Equity Shares in on the IssueStock Exchanges, the following thatfollowing: 9.1.19.2.1. This Agreement has been or will be duly authorized, executed and delivered by the Company. This Agreement is or shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of the Company Entities or any agreement or other instrument binding on the Company Entities or to which any of the assets or properties of the Company Entities are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.39.2.2. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein. 9.1.49.2.3. The Company undertakes and agrees that it shall not access or have recourse to any the proceeds from the Fresh Issue until the final listing and trading approvals are received from the Stock Exchanges, until which time all monies received shall be kept in a separate bank account in a scheduled bank, within the meaning of Section 40(3) of the IssueCompanies Act, 2013. 9.3. The Promoter Selling Shareholder hereby represents, warrants, covenants and undertakes as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment of and Listing of the Equity Shares on the Stock Exchanges: 9.3.1. This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by it, and the performance by it of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, its constitutional documents, or any material agreement binding on it or to which any of its assets or properties are subject, or result in the imposition of Encumbrance on any of its portion of its Offered Shares. 9.3.2. It has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including offer and transfer its portion of the Offered Shares held by it pursuant to the Offer. It has not been declared insolvent and no steps have been taken for its winding up, liquidation or insolvency under any amounts Applicable Law. 9.3.3. It shall not access or have recourse to the money raised in the Public Issue Account, Offer for Sale until receipt of the final listing and trading approvals from the Stock Exchange Exchanges. 9.4. Each of the Other Selling Shareholders, hereby severally (and not jointly) on behalf of itself (and not the Other Selling Shareholders) represent, warrant, covenant and undertake, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Allotment and Listing of the Equity Shares on the Stock Exchanges, the following: 9.4.1. This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against such Other Investor Selling Shareholder in accordance with its terms, and the execution and delivery by such Other Selling Shareholder, and the performance by it of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of such Other Selling Shareholder, contravene any provision of Applicable Law, its constitutional documents, or any agreement or other instrument binding on such Other Selling Shareholder or to which any of the assets or properties of such Other Selling Shareholder are subject. 9.4.2. It has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including to invite Bids for, offer and transfer its portion of the Offered Shares held by it pursuant to the Offer. It has not been declared insolvent by any court under any Applicable Law and there are no petitions that it has received written notice of that have been obtainedadmitted in any court/tribunal for its winding up, liquidation or appointment of an insolvency professional or receivership under any Applicable Law. 9.29.4.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein. 9.4.4. It shall not access or have recourse to the money raised in the Offer for Sale until the receipt of the final listing and trading approvals from the stock exchanges by the Company. 9.5. The Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, Bank and the Sponsor BankBanks, members of the Syndicate, if any BRLMs and the Registrar to the Issue represent and Offer represent, warrant, as of the date hereof covenant and up to the completion of the Issueundertake, and undertake and covenant severally (and not jointly) , to each other and to the other Parties that, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance Encumbrances shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.39.6. The Each Sponsor Bank specifically representsrepresents and warrants as of date hereof, warrantsas of the Red ▇▇▇▇▇▇▇ Prospectus and the date of Allotment pursuant to the Offer and until the commencement of trading of the Equity Shares on the Stock Exchanges, undertakes and covenants and undertakes, for itself to the Company other Parties that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation provided to the SEBI; (iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their documentation and functional specifications; (B) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and (ivv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.49.7. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks severally represents, warrants, undertakes and covenants as of date hereof, as of the Red ▇▇▇▇▇▇▇ Prospectus and the date of Allotment pursuant to the Offer and until the commencement of trading of the Equity Shares on the Stock Exchanges to the BRLMs, Company and the Selling Shareholders that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker banker to the Issue offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and/or under Applicable Law and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.59.8. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks hereby represents as of the date hereof and until completion of the Issue Offer that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor BankBanks, as applicable, and discharge its duties and obligations under this Agreement. 9.9. This Agreement shall also be subject to such additional conditions of force majeure and termination that may be mutually agreed upon by the Parties.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The Company herebyCompany, jointly hereby represents, warrants, undertakes and severally, represent, warrant, covenant and undertake covenants as of the date hereof hereof, and as until the commencement of trading of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in on the IssueStock Exchanges, the following that: 9.1.1. (a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company of its obligations under this Agreement. (b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 9.2. The Promoter Selling Shareholder hereby represents, warrants and undertakes that with respect to herself and the Offered Shares, as of the date hereof, and until the commencement of trading of the Equity Shares on the Stock Exchanges, the following: (a) This Agreement has been and will be duly authorized, executed and delivered by the Promoter Selling Shareholder and is and will be a valid and legally binding instrument, enforceable against the Promoter Selling Shareholder in accordance with its terms, and the execution and delivery by the Promoter Selling Shareholder, and the performance by the Promoter Selling Shareholder of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of the Promoter Selling Shareholder, contravene any Applicable Law or any agreement or other instrument binding on the Promoter Selling Shareholder or to which any of the assets or properties of the Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiib) The Promoter Selling Shareholder shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.3. The Promoter Selling Shareholder acknowledges and agrees that the payment of securities transaction tax is the sole obligation of the Promoter Selling Shareholder in relation to the Offered Shares, and that such securities transaction tax shall be payable either directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account or by the BRLM coordinating the post-Offer activities upon the transfer of the relevant amount of securities transaction tax to such BRLM from the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in an escrow agreement to be entered into for this purpose. The Promoter Selling Shareholder acknowledges that the payment of STT in relation to the Offer for Sale by the BRLMs is only a procedural requirement as per applicable laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of STT. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Promoter Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to the Promoter Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the BRLMs relating to the payment of securities transaction tax or any other tax or claim or demand in relation to the Offer, the Promoter Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required or requested by the BRLMs, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the BRLMs shall not be liable in any manner whatsoever for any failure or delay on the part of the Promoter Selling Shareholder to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offer. 9.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created by it or exist over the Cash Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.39.5. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Promoter Selling Shareholder, as of the date hereof, to the other Parties that: (ia) it has been been granted a UPI certification as specified in the November 2018 Circular and the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar and transfer agents; (iiic) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and the November 2018 Circular, and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ivd) it is compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.49.6. Each of The Banker to the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Bank, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank Laws and the Sponsor Bank severally confirms that it has they have not violated any of the conditions subject to which the registration has been granted and granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the SEBI and that performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, the stock exchange regulationsregulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 9.7. The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.59.8. Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby represents as of further represent and warrant, to the date hereof BRLMs, the Company and until completion of the Issue Promoter Selling Shareholder that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the or Sponsor Bank, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 9.9. Each of BRLMs severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholder that: (a) this Agreement constitutes a valid, legal and binding obligation on their part; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such BRLM has been duly authorized.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company herebyCompany, jointly hereby represents, warrants, undertakes and severallycovenants to the other Parties, represent, warrant, covenant and undertake as of on the date hereof and as of on the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus Prospectus, Allotment and the Allotment date of listing and commencement of trading of Equity Shares in the IssueShares, the following that: 9.1.1. (a) This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is and shall be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on any of the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company of its obligations under this AgreementAgreement entered into and to be entered into by it, except such as have been obtained or shall be obtained prior to the completion of the Issue; andOffer. (iiib) no No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. (c) The Company shall not have recourse to any proceeds of the Fresh Issue, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.2 Each of the Promoter Selling Shareholders, severally and not jointly, hereby represents, warrants and undertakes to the other Parties that with respect to itself and its portion of the Offered Shares, as of the date hereof, and as on the dates of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, unless stated otherwise: (a) This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against it in accordance with its terms, and the execution, delivery by it, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or violation of (i) any provision of Applicable Law that would adversely impact, in any material respect, its ability to comply with its obligations under this Agreement or (ii) any of its constitutional documents, or (iii) conflict with or constitute a default under any material agreement or contractual obligation binding on it, or result in the imposition of any Encumbrance on any of the properties or assets of the Promoter Selling Shareholder contravene any provisions of Applicable Law or any agreement or other instrument binding on it or to which any of the assets or properties of it are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Promoter Selling Shareholders of obligations under this Agreement or the Other Agreements, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) Subject to the applicable provisions of the Agreement, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals are received from the Stock Exchanges. 9.3 Each of the Investor Selling Shareholders, severally and not jointly, hereby represents, warrants and undertakes to the other Parties that with respect to itself and its portion of the Offered Shares, as of the date hereof, and as on the dates of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and Allotment, unless stated otherwise: (a) This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against it in accordance with its terms, and the execution, delivery by it, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or violation of (i) any provision of Applicable Law that would adversely impact, in any material respect, its ability to comply with its obligations under this Agreement or (ii) any of its constitutional documents, or (iii) conflict with or constitute a default under any material agreement or contractual obligation binding on it, or result in the imposition of any Encumbrance on any of the properties or assets of the Investor Selling Shareholder contravene any provisions of Applicable Law or any agreement or other instrument binding on it or result in the imposition of any Encumbrance which impacts its ability to offer, sell and transfer its portion of the Offered Shares in the Offer, in any such case, that would adversely impact in any material respect its ability to comply with its respective obligations under this Agreement; (b) Subject to the applicable provisions of the Agreement, the Investor Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals are received from the Stock Exchanges. 9.4 The Other Selling Shareholder, severally and not jointly, hereby represents, warrants and undertakes to the other Parties that with respect to itself and its portion of the Offered Shares, as of the date hereof, and as on the dates of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, unless stated otherwise: (a) This Agreement has been and will be duly authorized, executed and delivered by it and is and will be a valid and legally binding instrument, enforceable against it in accordance with its terms, and the execution, delivery by it, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or violation of (i) any provision of Applicable Law that would adversely impact, in any material respect, its ability to comply with its obligations under this Agreement or (ii) any of its constitutional documents, or (iii) conflict with or constitute a default under any material agreement or contractual obligation binding on it, or result in the imposition of any Encumbrance on any of the properties or assets of the Other Selling Shareholder contravene any provisions of Applicable Law or any agreement or other instrument binding on it or result in the imposition of any Encumbrance which impacts its ability to offer, sell and transfer its portion of the Offered Shares in the Offer, in any such case, that would adversely impact in any material respect its ability to comply with its respective obligations under this Agreement; (b) Subject to the applicable provisions of the Agreement, the Other Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals are received from the Stock Exchanges. Each of the Selling Shareholders acknowledges and agrees that the payment of STT in relation to the Offered Shares is its sole obligation, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement. The Selling Shareholders agrees to retain an amount equivalent to the STT payable by them in respect of their portion of the Offered Shares as per Applicable Law in the Public Offer Account and authorize the Lead Managers to instruct the Public Offer Account Bank to remit such amounts at the instruction of the Lead Managers for payment of STT in the manner to be set out in the Offer Documents, and this Agreement. Each of the Selling Shareholders, severally and not jointly, acknowledges and agrees that the payment of STT in relation to the Offered Shares is its obligation, and any deposit of such tax by the Lead Managers is only a procedural requirement as per applicable taxation laws, and that the Lead Managers shall not derive any economic benefits from the transaction relating to the payment of STT. Accordingly, in the event of any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority including the Indian revenue authorities against any of the Lead Managers relating to the payment of STT or any other tax or claim or demand in relation to the Offer, the Selling Shareholders shall furnish all necessary reports, documents, papers or information as may be required or requested by the Lead Managers, to provide independent submissions for itself, or its Affiliates, in any investigation, proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority, and the Lead Managers shall not be liable in any manner whatsoever for any failure or delay on the part of the Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as securities transaction tax or any other tax, penalty, claim, interest, demand or other amount in relation to the Offered Shares. Such STT shall be deducted based on the opinion issued by a reputed chartered accountant, holding a valid peer review certificate, appointed by the Company (on behalf of the Selling Shareholders) and provided to the Lead Managers, and the Lead Managers shall have no liability towards the determination of the quantum of STT to be paid. The Lead Managers shall not be liable in any manner whatsoever to the Selling Shareholders for any failure or delay in the payment of the whole or any part of any part of any amount due as STT in relation to the Offered Shares. 9.5 The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, as of the date hereof, and as of the dates of the RHP, Prospectus and up to the date of the commencement of listing and trading of Equity Shares that: (a) This Agreement constitutes a valid, legally and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claim, trust, or any other security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.6 The Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the members of the Syndicate, the Company and the Selling Shareholders, as of the date hereof, and as of the dates of RHP, Prospectus and up to the date of commencement of listing and trading of Equity Shares, to the other Parties that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI BTI Regulations and has been granted a UPI certification as specified in the November 2018 Circular and the SEBI UPI Circulars with the NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Banks; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the SEBI UPI Circulars and the November 2018 Circular, and that there has have been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.4. Each 9.7 The Bankers to the Offer represent, warrant, undertake and covenant for itself to the members of the Escrow Collection BankSyndicate, the Refund BankLead Managers, the Public Issue Account Bank Company and the Sponsor Bank severally represents, warrants, undertakes and covenants to the Company Selling Shareholders that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the SEBI BTI Regulations or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank Laws and the Sponsor Bank severally confirms that it they has not violated any of the conditions subject to which the registration has been granted and granted. Further, the Banker to the Offer confirms that no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement or under Applicable Law as a banker to an issue or a sponsor bank and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the SEBI and that performance prevent it from performing of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, the stock exchange regulationsregulations any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the SEBI BTI Regulations Regulations, and the terms and conditions of this Agreement; and the . 9.8 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 9.9 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby represents as of Banks further represent and warrant, to the date hereof and until completion of the Issue that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection BankLead Managers, the Refund Bank, the Public Issue Account Bank Company and the Sponsor BankSelling Shareholders, as applicable, and discharge its duties and obligations under this Agreement.on behalf of itself and

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severally, represent, warrant, covenant and undertake covenants as of the date hereof and as of on the dates of each of the Red ▇▇▇▇▇▇▇ ProspectusPreliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing and until the Allotment commencement of trading of the Equity Shares in the IssueShares, the following that: 9.1.1. This (a) this Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement Company and is a valid and legally binding instrument, enforceable against the Company, Company in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, under this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The , and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and except such as have been obtained or shall comply with, be obtained prior to the terms and conditions completion of such approvals and consents.the Offer; 9.1.3. (b) No Encumbrance Encumbrances shall be created or exist over the Escrow AccountsAccount, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; and 9.1.4. The (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained. 9.2. (d) The Escrow Collection BankCompany has complied with, and shall comply with, all Applicable Law in relation to the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members Offer and any matter incidental thereto. 8.2 Each of the SyndicatePromoter Selling Shareholders hereby, if any jointly and the Registrar to the Issue represent and severally, represent, warrant, undertake and covenant the following, with respect to itself and its respective portion of the Offered Shares, as of applicable, as on the date hereof and up as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing, and until the commencement of trading of the Equity Shares (and not with respect to or on behalf of any other Party or entity) that: (a) this Agreement has been and will be duly authorized, executed and delivered by the Company and is a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by it, and the performance by it of its obligations under this Agreement shall not conflict with, result in a breach or violation of, or imposition of any Encumbrances on his property or assets, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; (b) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; (c) Subject to Applicable Law, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.3 The Other Selling Shareholder hereby represents, warrants, undertakes and covenants with respect to himself and his respective portion of the Offered Shares, as applicable, as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing, and until the commencement of trading of the Equity Shares (and not with respect to or on behalf of any other Party or entity) that: (a) this Agreement has been and will be duly authorized, executed and delivered by him and is a valid and legally binding instrument, enforceable against him in accordance with its terms, and the execution and delivery by him, and the performance by him of its obligations under this Agreement shall not conflict with, result in a breach or violation of any provision of Applicable Law or any agreement or other instrument binding on him, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by him of his obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No Encumbrances shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; (c) Subject to Applicable Law, the Other Selling Shareholder shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.4 Each of the Selling Shareholders acknowledges and agrees that payment of STT, as applicable, in relation to the Offer for Sale of its respective portion of the Offered Shares is its obligation, and any deposit of such tax by the BRLMs (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, each of the Selling Shareholders, severally and not jointly, agrees and undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against any of the BRLMs relating to payment of STT in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be required or reasonably requested by the BRLMs to provide independent submissions for themselves, or their respective Affiliates, in any litigation or arbitration proceeding and/or investigation by any regulatory or supervisory authority and defray any costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) appointed by Company and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. Each Selling Shareholder hereby agrees that the BRLMs shall not be liable in any manner whatsoever to any of the Selling Shareholders for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. 8.5 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally (and not jointly) to each other and to the other Parties Company, each of the Selling Shareholders and BRLMs as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto hereto has been duly authorized and does not and will not contravene or constitute a breach of: (a) any provision of Applicable Law, (b) the constitutional organizational documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiic) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance No Encumbrances shall be created by it or exist over the Escrow Accounts, the Refund Account, the Public Issue Offer Account, Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The 8.6 Each of the Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants covenant for itself to the BRLMs, the Company and each of the Selling Shareholders as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the RHP, the Offering Memorandum and the Prospectus and Listing that: (ia) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars the November 2018 Circular and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Banks; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banksSponsor Bank, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ive) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars November 2018 Circular and other Applicable Law. 9.4. 8.7 Each of the Escrow Collection BankBankers to the Offer represent, warrant, undertake and covenant for itself to the BRLMs, the Refund BankCompany and each of the Selling Shareholders as on the date hereof and as on the dates of the Preliminary Offering Memorandum, the Public Issue Account Bank RHP, the Offering Memorandum and the Sponsor Bank severally represents, warrants, undertakes Prospectus and covenants to the Company Listing that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms Offer confirm that it has not violated any of the conditions subject to which the such registration has been granted and granted. Further, no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the SEBI and that it performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.8 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.9 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby Banks further represents as and warrants, on behalf of itself and its Correspondent Banks, to the BRLMs, the Company and each of the date hereof and until completion of the Issue Selling Shareholders that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, Refund Bank or Sponsor Banks as the Public Issue Account Bank and the Sponsor Bank, as applicablecase may be, and discharge its duties and obligations under this Agreement. 8.10 None of the Registrar, the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, their Affiliates, nor any of their respective directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any of the foregoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or made or will make offers or sales of any security, or solicited offers to buy any security, or otherwise negotiated in respect of any security, under circumstances that would require the registration of the Equity Shares under the

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.18.1. The Company herebyhereby warrants, jointly undertakes and severally, represent, warrant, covenant and undertake covenants as of the date hereof hereof, and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and the Allotment date of commencement of listing and trading of the Equity Shares in of the Issue, Company on the following Stock Exchanges that: 9.1.1. (a) This Agreement has been and will be duly authorized, executed and delivered by the Company. This Agreement is , and is, and will be, a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, under this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive rightrights, lien, mortgage, charge, pledgeliens, security interestinterests, claims, defects, claimmortgages, trust charges, pledges, trusts or any other encumbrance encumbrances or transfer restrictionrestrictions, both present and future (“Encumbrances”) on any property or assets of the Company, contravene Company Entities pursuant to or under (i) any provision of Applicable Law or Laws; (ii) the constitutional documents of the Company or Entities; (iii) any agreement or other instrument binding on the Company Entities or to which any of the its respective assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company Entities of its obligations under this Agreement, or Other Agreement, in connection with the Offer, except such as have been obtained or shall be obtained prior to the listing of the Equity Shares on the Stock Exchanges. (b) No mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. (c) The Company undertakes and agrees that it shall not access the money raised in the Offer until receipt of the final listing and trading approvals from the Stock Exchanges. 8.2. The Promoter Selling Shareholders hereby represent, warrant, undertake and covenant as of the date hereof, and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and the date of commencement of listing and trading of the Equity Shares of the Company on the Stock Exchanges, that: (a) This Agreement to which the Promoter Selling Shareholders are party has been and will be duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them. The execution and delivery by them of, and the performance by them of their obligations (if any) under this Agreement do not and will not contravene, violate or result in a breach or default under (i) any provision of Applicable Laws; or (ii) any judgment, order or decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over them. No consent, approval, authorization of, any governmental body or agency is required for the performance by them of their respective obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iiib) Subject to Clause 3.2.3.2, the Promoter Selling Shareholders undertake and agree that they shall not access the money raised in the Offer, until receipt of the final listing and trading approvals from the Stock Exchanges. 8.3. Each of the Investor Selling Shareholders hereby severally and not jointly represents, warrants, undertakes and covenants as of the date hereof, and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Bid/Offer Opening Date, the Bid/Offer Closing Date, the Prospectus, Allotment, and the date of commencement of listing and trading of the Equity Shares of the Company on the Stock Exchanges, that: (a) This Agreement has been and will be duly authorized, executed and delivered by it and consequently is and will be is a valid and legally binding instrument, enforceable against it in accordance with its terms. The execution and delivery by it of, and the performance by it of its obligations under, this Agreement does not and will not contravene or violate or may result in breach or violation of any provision of Applicable Laws; and (b) Subject to Clause 3.2.3.2, the Investor Selling Shareholders undertake and agree that they shall not access the money raised in the Offer, until receipt of the final listing and trading approvals from the Stock Exchanges. The Selling Shareholders, severally and not jointly, acknowledge and undertake that they shall pay, upon becoming due, any stamp, registration or income tax, payable on or in connection with their respective portion of Offered Shares, pursuant to the Offer. The BRLMs shall not be liable in any manner whatsoever for any such stamp, registration or other taxes and duties payable in connection with the Offered Shares. Each of the Selling Shareholders further agrees to retain an amount equivalent to the STT payable by them in respect of the respective portion of Offered Shares as per Applicable Laws in the Public Offer Account and authorizes the BRLMs to instruct the Public Offer Account Bank to remit such amounts at the instruction of the BRLMs for payment of STT in the manner to be set out in the Offer Documents and this Agreement. Each of the Selling Shareholders shall extend cooperation and assistance to the BRLMs as may be reasonably requested by the BRLMs in order to make independent submissions for the BRLMs, or their Affiliates, in any investigation, proceeding, demand, claim, litigation or arbitration by any Governmental Authority initiated against the BRLMs in relation to payment of STT in relation to the Offer, in so far as it relates to their respective portion of the Offered Shares. Such securities transaction tax shall be deducted based on an opinion issued by a chartered accountant (with valid peer review) appointed by the Company on behalf of the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of securities transaction tax to be paid. 8.4. The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it or exist over the Cash Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.38.5. The Each of the Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the Company other Parties, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges that: (ia) it has been granted a UPI certification as specified in the UPI Circulars November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (iib) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars the November 2018 Circular and other Applicable LawLaws, with the Stock Exchange Exchanges and the registrar Registrar and transfer agents; (iiic) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banksbank, as per the format specified in the UPI Circulars and that there has have been no adverse occurrences that affect such confirmation to the SEBINovember 2018 Circular; and (ive) it is compliant with Applicable Law Laws and has in place all necessary infrastructure and facilities in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.48.6. Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the BRLMs, the Company and the Selling Shareholders, from the date of this Agreement until the commencement of trading of the Equity Shares on the Stock Exchanges, that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally Offer confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or governmental authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority or governmental authority such that such debarment or suspension will affect the SEBI performance of its obligations under this Agreement. Further, all consents, approvals and that authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 8.7. The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.58.8. Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby represents as of further represent and warrant, to the date hereof BRLMs, the Company and until completion of the Issue Selling Shareholders that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the or Sponsor Bank, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 8.9. Each of the Members of the Syndicate, severally and not jointly, represents, warrants, undertakes and covenants to each other and to the Company and the Selling Shareholders on the date of this Agreement and until the commencement of trading of the Equity Shares on the Stock Exchanges that this Agreement has been duly authorised, executed and delivered by it and constitutes a valid and legally binding obligation on such member of the Syndicate enforceable against itself it in accordance with the terms hereof.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The 9.1 Each of the Company herebyand each of the Promoter Selling Shareholders, jointly and severally, represent, warrant, covenant and undertake to the Managers, as of on the date hereof and as at all times until the commencement of trading of the dates of each of Equity Shares on the Red ▇▇▇▇▇▇▇ ProspectusStock Exchanges, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. (a) This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future and includes any warrant, option, restriction, obligation or commitment, including in respect of transfer or ownership or title, whether contained in the constitutional documents of the entity or in any agreement or instrument binding on it (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of the Company Entities or any agreement or other instrument binding on any of the Company or to which any of the assets or properties of the Company Entities are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issue; andOffer. (iiib) no No mortgage, charge, pledge, lien, trusttrust or any other security, security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. (c) The Sponsor Bank specifically representsCompany shall not have recourse to any proceeds of the Fresh Issue, warrants, undertakes and covenants for itself to the Company that: (i) it has been granted a UPI certification as specified including any amounts in the UPI Circulars with NPCI Public Offer Account, until the final listing and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with trading approvals from the Stock Exchange and Exchanges have been obtained by the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (iv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable LawCompany. 9.4. 9.2 Each of the Escrow Collection BankPromoter Selling Shareholders represent, the Refund Bankwarrant, the Public Issue Account Bank covenant and the Sponsor Bank severally represents, warrants, undertakes and covenants undertake to the Company that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue in accordance with the BTI Regulations and such certificate isManagers, and until completion of the Issue, will be, valid and in existence, and that it is, and until completion of the Issue, will be, entitled to carry on business as a Banker to the Issue under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents as of the date hereof and at all times until completion the commencement of trading of the Issue that it has Equity Shares on the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection BankStock Exchanges, the Refund Bankfollowing: (a) This Agreement has been duly authorized, executed and delivered by the Public Issue Account Bank Promoter Selling Shareholders and are and will be a valid and legally binding instrument, enforceable against such Promoter Selling Shareholders in accordance with its terms, and the Sponsor Bank, as applicableexecution and delivery by such Promoter Selling Shareholder, and discharge its duties the performance by such Promoter Selling Shareholder of their obligation under this Agreement and shall not conflict with, result in a breach or violation of, or the imposition of Encumbrance on any of the properties or assets of such Promoter Selling Shareholder, contravene any provision of Applicable Law or any agreement or other instrument binding on such Promoter Selling Shareholder or to which any of the assets or properties of such Promoter Selling Shareholder are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by such Promoter Selling Shareholder of obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) Subject to the applicable provisions of the Agreement, the Promoter Selling Shareholders shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals are received from the Stock Exchanges. 9.3 Each of the Promoter Group Selling Shareholders represent, warrant, covenant and undertake to the Managers, as of the date hereof and at all times until the commencement of trading of the Equity Shares on the Stock Exchanges, the following:

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, covenants and severallyundertakes to the other Parties, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the IssueOffer, the following thatfollowing: 9.1.1. This (i) this Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Companyor, contravene any provision of Applicable Law or the its constitutional documents of the Company or any agreement or other instrument binding on the Company Company, and no consent, approval, authorization or to which order of, or qualification with, any of Governmental Authority is required for the assets or properties of performance by the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied withexcept such as have been obtained or shall be obtained prior to the completion of the Offer; (ii) no mortgage, and shall comply withcharge, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance pledge, lien, trust or any other security, interest or other encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein.; and 9.1.4. The (iii) the Company shall not have recourse to any proceeds of the IssueOffer, including any amounts in the Public Issue Offer Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtained. 9.2. The Escrow Collection Bank(a) Blue Chandra hereby, severally and not jointly, represents, warrants, covenants and undertakes to the other Parties, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Public Issue Account BankProspectus and Allotment of Equity Shares in the Offer the following in respect to itself and its portion of the Offered Shares: (i) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it; and (ii) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. (b) GTI represents, warrants, covenants and undertakes, as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Refund BankProspectus and Allotment of Equity Shares in the Offer the following to the other Parties, in respect to itself and its portion of the Offered Shares, that: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument or undertaking binding on it; and (ii) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. (c) GSIHAL hereby, represents, warrants, covenants and undertakes the following on the date hereof in respect to itself and its portion of the Offered Share: (i) this Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms and the execution and delivery by it, and the performance of its obligations under this Agreement, shall not conflict with, result in a breach or violation of any provision of Applicable Law, or under constitutional documents or any agreement or other instrument binding on it; and (ii) it shall not access or have recourse to its respective proceeds of the Offer for Sale until the final listing and trading approvals are received from the Stock Exchanges. 8.3 The Bankers to the Offer, the Sponsor Bank, members of the Syndicate, if any Syndicate and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the IssueOffer, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issueassets; and (iii) no mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 8.4 The Sponsor Bank Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and each Selling Shareholder that: (ia) it has they have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is they are in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its their obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (iiic) it has they have certified to the SEBI about its their readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and other Applicable Law and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (ivd) it is they are compliant with Applicable Law and has have in place all necessary infrastructure in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable LawLaws. 9.4. 8.5 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks severally represents, warrants, undertakes and covenants to the members of the Syndicate, the Company and each of the Selling Shareholders that it is a scheduled bank as defined under the Companies Act Act, 2013 and the SEBI has granted it a certificate of registration to act as banker bankers to the Issue offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 (“BTI Regulations Regulations”) and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker Bankers to the Issue Offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank severally Banks confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI ICDR Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 8.6 Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks hereby represents as of the date hereof and until completion of the Issue Offer that it has the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor BankBanks, as applicable, and discharge its duties and obligations under this Agreement. 8.7 Each of the Selling Shareholders acknowledge that the responsibility of the Book Running Lead Managers for deposit of STT, as provided for in this Agreement, does not provide or confer any economic benefits to any Book Running Lead Manager. 8.8 None of the Bankers to the Offer, the Book Running Lead Managers, the Company or the Selling Shareholders shall be held liable or responsible for any failure or delay in performance of their duties under this Agreement caused by any circumstances beyond its control, such as acts of God, orders or restrictions imposed by any Governmental Authority, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, earthquakes, fires or accidents (collectively, “Force Majeure”), provided that it shall have acted diligently in limiting the effects of the Force Majeure event. Upon the occurrence of any event or condition of Force Majeure which affects its performance, the Bankers to the Offer, Book Running Lead Managers, the Company or the Selling Shareholders, as applicable, shall, as soon as is reasonably possible, notify the other Parties of the nature of the event or condition, the effect of the event or condition on the performance of the Bankers to the Offer, the Book Running Lead Managers, the Company or the Selling Shareholders, as the case may be, and, on a best efforts basis, the estimated duration of the event or condition. The Bankers to the Offer, the Book Running Lead Managers, the Company or the Selling Shareholders, as applicable, shall also notify the other Parties immediately upon cessation of or changes in the event or condition constituting Force Majeure.

Appears in 1 contract

Sources: Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. The Company herebyrepresents and warrants, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ ProspectusProspectus and until the commencement of trading of the Equity Shares on the Stock Exchanges, and covenants and undertakes, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the CompanyCompany Entities, contravene any provision of Applicable Law or the constitutional documents of any of the Company Entities or any agreement or other instrument binding on any of the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement. 9.1.2. The Company has obtained and shall obtain all approvals and consents consents, which may be required under Applicable Law Law, its constitutional documents and/or under contractual arrangements by which it or its assets may be bound, in relation to the Issue Offer and for performance of its obligations under this AgreementAgreement (including, without limitation, written consents or waivers of lenders and any other third party having any pre-emptive rights) and has complied with, and shall comply with, the terms and conditions of such approvals approvals, consents and consentsauthorizations, subject to any exemptions applied for and received. The Company has complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto subject to any exemptions applied for and received. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Offer Account, the Refund Account or the monies deposited therein. 9.1.4. The Company undertakes and agrees that it shall not access or have recourse to any proceeds of the Issuemoney raised in the Offer, including any amounts in the Public Issue Offer Account, until receipt of the final listing and trading approvals from the Stock Exchange have been obtainedExchanges. 9.2. The Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank, Bank and the Sponsor BankBanks, members of the Syndicate, if any BRLMs and the Registrar to the Issue represent and Offer represent, warrant, as of the date hereof covenant and up to the completion of the Issueundertake, and undertake and covenant severally (and not jointly) , to each other and to the other Parties that, as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the IssueOffer; and (iii) no mortgage, charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Issue Offer Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The Each Sponsor Bank Bank, severally and not jointly, specifically representsrepresents and warrants as of date hereof, warrantsas of the Red ▇▇▇▇▇▇▇ Prospectus and the date of Allotment pursuant to the Offer and until the commencement of trading of the Equity Shares on the Stock Exchanges, undertakes and covenants and undertakes, for itself to the Company other Parties that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor BankBanks, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; (iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their documentation and functional specifications; (B) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and (ivv) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks severally represents, warrants, undertakes and covenants to the BRLMs and the Company as of the date hereof and the dates of the Red ▇▇▇▇▇▇▇ Prospectus and until the commencement of trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue offer in accordance with the BTI Regulations and such certificate is, and until completion of the IssueOffer, will be, valid and in existence, and that it is, and until completion of the IssueOffer, will be, entitled to carry on business as a Banker banker to the Issue offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Offer Account Bank, the Refund Bank and the Sponsor Bank Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor Bank Banks hereby represents as of the date hereof and until completion of the Issue Offer that it has and will continue to have the necessary authority, competence, facilities and infrastructure to act as the Escrow Collection Bank, the Refund Bank, the Public Issue Offer Account Bank and the Sponsor BankBanks, as applicable, and discharge its duties and obligations under this Agreement.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company hereby, jointly and severally, represent, warrant, covenant and undertake as of the date hereof and as of this Agreement, the dates of each date of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus date of the Prospectus, the date of Allotment and the Allotment date of commencement of listing and trading of the Equity Shares in Shares, represents, warrants, covenants and undertakes to the Issue, other Parties the following thatfollowing: 9.1.1. (a) This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets subject and no consent, approval, authorization or order of, or qualification with, any Governmental Authority or under any contractual arrangements by which the Company is bound, is required for the performance by it the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Issue; andOffer; (iiib) no The Company shall not create any mortgage, charge, pledge, lien, trust or any other security, interest or other encumbrance over the Cash Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and (c) The Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company. 9.2 The Promoter Selling Shareholders hereby, as of the date of this Agreement, the date of the Red ▇▇▇▇▇▇▇ Prospectus, the date of the Prospectus, date of Allotment and the date of commencement of listing and trading of the Equity Shares, represents, warrants, covenants and undertakes to the other Parties the following: (a) This Agreement has been duly authorized, executed and delivered by them and is a valid and legally binding instrument, enforceable against them in accordance with their terms, and the execution, delivery by them, and the performance by them of their obligations under this Agreement shall not or will not conflict with, result in a breach or violation of, or contravene any provision of Applicable Law, or any agreement or other instrument binding on it; (b) Subject to Clause 3.2.3.2, they shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained by the Company; and (c) The Promoter Selling Shareholders acknowledge and agree that the payment of STT in relation to the Offered Shares is the obligation of such Promoter Selling Shareholder with respect his or her respective portion of the Offered Share, and that such STT shall be payable directly from the Public Offer Account after transfer of funds from the Escrow Accounts and the ASBA Accounts to the Public Offer Account, and immediately on receipt of final listing and trading approvals from the Stock Exchanges, in the manner set out in the Offer Documents as well as in this Agreement. STT shall be deducted based on opinion(s) issued by an independent chartered accountant(s) (with valid peer review) appointed by the Company and provided to the Managers and the Managers shall have no liability towards determination of the quantum of STT to be paid. Accordingly, in the event of any future proceeding, investigation, demand, claim, request, litigation or arbitration by the Governmental Authority including Indian revenue authorities against any of the Managers relating to the payment of STT or any other tax or claim or demand under Applicable Law in relation their respective portion of Offered Shares in the Offer, they shall bear all the cost and furnish all necessary reports, documents, papers or information as may be required by the Managers to provide independent submissions for themselves or their Affiliates, in any ongoing or future litigation or arbitration and/or investigation by any regulatory or supervisory authority or proceeding, demand, claim, request, litigation or arbitration by any Governmental Authority and neither of the Managers shall be liable in any manner whatsoever for any failure or delay on the part of any of the Promoter Selling Shareholders to discharge its obligation to pay the whole or any part of any amount due as STT or any other tax, penalty, claim, interest, demand or other amount in relation to its Offered Shares under Applicable Law. For avoidance of doubt, it is clarified that the Promoter Selling Shareholders shall be liable, in all respect, for payment of STT. 9.3 The Registrar, Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant (severally and not jointly) to the other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties, in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not violate, or constitute a breach of, (a) any respective Applicable Laws, (b) their respective constitutional documents, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking, respectively, to which it is a party or which is binding on them or any of their respective assets and no consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by them of their respective obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created by it or exist over the Cash Escrow Accounts, the Refund Public Offer Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the Company other Parties, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares, to the parties, that: (ia) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the UPI Circulars November 2018 Circular with NPCI and such certification is valid as on date and in existence until completion of the Offer, and it is in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the November 2018 Circular, the SEBI UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per the format specified in the November 2018 Circular and the SEBI UPI Circulars and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.4. 9.5 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally Offer represents, warrants, undertakes and covenants for itself to the Managers, the Company and the Promoter Selling Shareholders, as of the date hereof, and as of the dates of Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, Allotment and date of listing and commencement of trading of Equity Shares that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Banker to the Issue Offer in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the IssueOffer, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the IssueOffer, will be, be entitled to carry on business as a Banker to the Issue Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Escrow Collection Bank, Bankers to the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally Offer confirms that it has not violated any of the conditions subject to which the such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the SEBI that will prevent it from performing performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on such any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the SEBI performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and that authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the stock exchange regulationsStock Exchanges, code of conduct stipulated in the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement; and the . 9.6 The Escrow Collection Bank confirms that it shall identify its the branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. 9.7 Each of the Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the Sponsor Bank hereby represents as Banks further represent and warrant, to the Managers, the Company and the Promoter Selling Shareholders on behalf of the date hereof itself and until completion of the Issue its Correspondent Banks, that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Public Offer Account Bank, the Public Issue Account Refund Bank and the or Sponsor BankBanks, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 9.8 Each of Managers severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company and the Promoter Selling Shareholders that: (a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against each Manager in accordance with the terms hereof; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such Manager has been duly authorized.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 9.1 The Company herebyas of the date of this Agreement, jointly and severallyuntil the commencement of listing and trading of the Equity Shares on the Stock Exchanges, represent, warrant, covenant and undertake as of undertakes to the date hereof and as of other Parties the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus and the Allotment of Equity Shares in the Issue, the following thatfollowing: 9.1.1. (a) This Agreement has been duly authorized, executed and delivered by the Company. This Agreement , and each is or will be a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the CompanyCompany of, and the performance by the Company of its obligations under, this Agreement and the Other Agreements do not and shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, negative lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future future, any covenant, transaction, condition or arrangement, executed directly or indirectly, (“Encumbrances”) on any property or assets of any of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are is subject.; and 9.1.2. (b) The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be boundnot create any mortgage, in relation to the Issue and for performance of its obligations under this Agreementcharge, and has complied withpledge, and shall comply withlien, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created trust or exist any other security, interest or other encumbrance over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. 9.2 The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange Exchanges have been obtainedobtained by the Company. 9.2. 9.3 The Registrar to the Issue, Escrow Collection Bank, Bank / the Public Issue Account BankBank/ Refund Bank/ Sponsor Banks, the Refund Bankin their respective capacities, the Sponsor Bankrepresent, members of the Syndicatewarrant, if any undertake and the Registrar covenant (severally and not jointly) to the Issue represent and warrantother Parties, as of the date hereof of this Agreement and up to until the completion commencement of listing and trading of the IssueEquity Shares on the Stock Exchanges, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (ia) this This Agreement constitutes a valid, legal and binding obligation on their part, respective parts enforceable against the respective parties parties, in accordance with the terms hereof; (iib) the The execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and the assignment does not and will not contravene violate, or constitute a breach of, (a) any provision of respective Applicable LawLaws, (b) the their respective constitutional documents of such Partydocuments, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking undertaking, respectively, to which it is a party or which is binding on such Party them or any of its their respective assets and no consent, approval, authorization or order of, or qualification with, any Governmental Government Authority is required for the performance by it them of its their respective obligations under this Agreement, except such as have has been obtained or shall be obtained prior to the completion of the Issue; and (iiic) no No mortgage, charge, pledge, lien, security interest, defects, claims, trust, or any other security interest or other encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Public Issue Account, the Public Issue Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. 9.4 The Sponsor Bank Banks specifically representsrepresent, warrantswarrant, undertakes undertake and covenants for itself covenant to the Company other Parties, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that: (ia) it has they have been registered with the SEBI as a ‘banker to an issue’ in terms of the SEBI (Bankers to an Issue) Regulations, 1994 and have been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and in existence until completion of the Issue, and it is in compliance with the terms and conditions of such certification; (iib) it has they have conducted a mock trial run of the systems necessary to undertake its respective obligations as a Sponsor Bank, as specified by the SEBI UPI Circulars and other Applicable Law, with the Stock Exchange Exchanges and the registrar Registrar to the Issue and transfer agents; (c) their information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) it has are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) they have certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their its name in the SEBI’s list of sponsor banks, as per banks and the format specified in the SEBI UPI Circulars and that there has have been no adverse occurrences occurrence that affect such confirmation to the SEBI; and (ive) it is they are compliant with Applicable Law and has in place all necessary infrastructure and facilities in order for it them to undertake its their obligations as a sponsor bank, in accordance with this Agreement, the SEBI UPI Circulars (including the SEBI Refund Circulars) and other Applicable LawLaws. 9.4. 9.5 Each of the Escrow Collection Bank, Bankers to the Refund Bank, the Public Issue Account Bank and the Sponsor Bank severally represents, warrants, undertakes and covenants for itself to the Company Manager, the Company, as of the date of this Agreement and until the commencement of listing and trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the that SEBI has granted it a certificate ‘Certificate of registration Registration’ to act as banker Bankers to the Issue in accordance with the BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate isis and, and until completion of the Issue, will be, be valid and in existence, existence and that it isthe Escrow Collection Bank / the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, and in their respective capacities shall and, until completion of the Issue, will be, be entitled to carry on business as a Banker Bankers to the Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable LawLaws. Further, each of the Bankers to the Issue confirms that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority or Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority or Governmental Authority such that such debarment or suspension will affect the performance prevent it from performing of its obligations under this Agreement. Further, all consents, approvals and authorizations (if any) required to be obtained by it for the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 9.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 9.7 Each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of Banks further represent and warrant, to the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI RegulationsManager, the stock exchange regulationsCompany on behalf of itself and its Correspondent Banks, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion of the Issue that it has the necessary authority, competence, facilities and infrastructure to act as the an Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank, Refund Bank or Sponsor Banks, as applicable, the case may be and discharge its their respective duties and obligations under this Agreement. 9.8 The Manager severally represents, warrants, undertakes and covenants severally (and not jointly) to each other and to the Company that: (a) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the Manager in accordance with the terms hereof; and (b) the execution, delivery and performance of this Agreement and any other document related thereto by such Manager has been duly authorized.

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement

Representations and Warranties and Covenants. 9.1. 8.1 The Company herebyhereby represents, jointly warrants, undertakes and severallycovenants, represent, warrant, covenant and undertake as of the date hereof and as of the dates of each of the Red ▇▇▇▇▇▇▇ Prospectus, Prospectus, and as on the Prospectus date of commencement of listing and trading of the Allotment of Equity Shares in of the IssueCompany, the following that: 9.1.1. This Agreement a. each of the Transaction Agreements to which the Company is a party has been and will be duly authorized, executed and delivered by the Company. This Agreement it and is a valid and legally binding instrument, enforceable against the Company, it in accordance with its their respective terms, and the . The execution and delivery by the Companyit of, and the performance by the Company it of its obligations under(if any) under each of the Transaction Agreements does not and will not contravene, this Agreement shall not conflict with, violate or result in a breach or violation of, default (and there has not been any event that has occurred that with the giving of notice or lapse of time or both may constitute a default or may result in imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) Encumbrance on any property of its properties or assets of the Company, contravene any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or to which any of the assets or properties of the Company are subject. 9.1.2. The Company has obtained and shall obtain all approvals and consents which may be required under Applicable Law and/or under contractual arrangements by which it may be bound, in relation to the Issue and for performance of its obligations under this Agreement, and has complied with, and shall comply with, the terms and conditions of such approvals and consents. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, the Refund Account or the monies deposited therein. 9.1.4. The Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and trading approvals from the Stock Exchange have been obtained. 9.2. The Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank, the Sponsor Bank, members of the Syndicate, if any and the Registrar to the Issue represent and warrant, as of the date hereof and up to the completion of the Issue, and undertake and covenant severally (and not jointly) to each other and to the other Parties that: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or by which it is binding on such Party bound or to which its properties or assets are subject) under (i) any provision of its assets and no Applicable Law; (ii) the memorandum of association or articles of association of the Company, if applicable;; or (iii) any judgment, order or decree of any Governmental Authority having jurisdiction over it. No consent, approval, authorization or order of, any governmental body or qualification with, any Governmental Authority agency is required for the performance by it of its obligations under this AgreementAgreement and each of the Transaction Agreements, except such as have been obtained or shall be obtained prior to the completion of the Issue; andOffer; (iii) no b. No mortgage, charge, pledge, lien, trust, or any other security interest or other encumbrance Encumbrance shall be created by it or exist over the Escrow Accounts, the Refund Account, the Public Issue Offer Account, Refund Account or the monies deposited therein, other than as specified in this Agreement. 9.3. The Sponsor Bank specifically represents, warrants, undertakes and covenants for itself to the Company that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (iv) it is compliant with Applicable Law c. Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and has trading approvals from the Stock Exchanges have been obtained. d. It shall pay stamp duty on the issue of Equity Shares in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bankthe Fresh Issue, and the stamp duty shall be payable in accordance with this AgreementApplicable Laws. 8.2 The Promoter Selling Shareholder hereby represent, warrant, undertake and covenant the following in respect of itself, the UPI Circulars and other Applicable Law. 9.4. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank Offered Shares and the Sponsor Bank severally representsOffer as applicable, warrants, undertakes and covenants to the Company that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the Issue in accordance with the BTI Regulations and such certificate is, and until completion of the Issue, will be, valid and in existence, and that it is, and until completion of the Issue, will be, entitled to carry on business as a Banker to the Issue under Applicable Law. Further, each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Bank severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; and the Escrow Collection Bank shall identify its branches for the collection of application monies, in conformity with the guidelines issued by the SEBI from time to time. 9.5. Each of the Escrow Collection Bank, the Refund Bank, the Public Issue Account Bank and the Sponsor Bank hereby represents as of the date hereof and until completion up to the date of commencement of listing and trading of the Issue that Equity Shares of the Company: a. each of the Transaction Agreements to which it is a party has the necessary authoritybeen and will be duly authorized, competenceexecuted and delivered by it and is a valid and legally binding instrument, facilities enforceable against it in accordance with their respective terms. The execution and infrastructure to act as the Escrow Collection Bankdelivery by it of, the Refund Bank, the Public Issue Account Bank and the Sponsor Bankperformance by it of its obligations (if any) under the Transaction Agreements do not contravene, as applicable, and discharge its duties and obligations violate or result in a breach or default under this Agreement.(i) any provision of Applicable Law;

Appears in 1 contract

Sources: Cash Escrow and Sponsor Bank Agreement