Common use of SYNDICATE STRUCTURE Clause in Contracts

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the Syndicate enter into any underwriting agreement, such agreement shall, inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent they are parties to, this Agreement and Other Agreements as amended in the Offer Document. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from including Bids submitted by ASBA Bidders in respect to members of the Offer Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement or the Fee Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or any of their Affiliates place the Offered Shares, or to enter into any underwriting agreement in connection (“Underwriting Agreement”) with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders Shareholders, or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the members of the Syndicate enter into any underwriting agreementan Underwriting Agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to parties to the Underwriting AgreementParties. 2.2 The members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent they are parties tothis Agreement, this Agreement and Other Agreements as amended in the Offer DocumentAgreement, the Fee Letter, the Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in datadata entry and collection of the Bids, in this regard. 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for AllotmentNotwithstanding anything included in this Agreement, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date Offer will be mandatorily conducted in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15SEBI ICDR Regulations and the procedure set out in the UPI Circulars. In the event that Phase III of the UPI Circular becomes applicable to the Offer, 2018. It is clarified that the Registrar shall Offer will be responsible mandatorily conducted in accordance with the procedure set out for reconciliation of Bids and verifying Phase III in the status of BiddersUPI Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the Syndicate enter into any underwriting agreement, such agreement shall, inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in under Applicable Law including the SEBI ICDR Regulations, and to the extent they are parties to, this Agreement and Other Agreements other agreements as amended in the Offer Document. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, Shareholders acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry) and realization of Bid Amount from Bidders who have submitted their Bid cum Application Form directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform. It is clarified that the Registrar shall be responsible for 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids made using the UPI Mechanism. 2.5 It is clarified that the rights and obligations, representations, warranties, covenants, undertakings of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint. For the avoidance of doubt, none of the Parties shall be responsible for the information, obligations, representations, warranties or for any acts or omissions of any other Parties

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the sub-syndicate members in relation to the procurement of Bids from Bidders Bidders, in respect of the Offer Issue including Bids submitted by ASBA Bidders to Members of the Syndicate and the sub-syndicate members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the RTAs Designated CDP Locations and CRTAs at the Designated RTA Locations and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP LocationsBRLM). The Parties acknowledge and agree that entering into this Agreement or the Fee Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members Members of the Syndicate to purchase or any of their Affiliates place the Equity Shares Issued in the Issue, or to enter into any underwriting agreement in connection with respect to the Offer Issue, or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesAffiliates (as applicable). In the event the Company, the Selling Shareholders and the Syndicate Parties enter into any an underwriting agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters, representation letters and legal opinions), lock-up, indemnity, contribution, termination termination, and force majeure provisions, in form and substance satisfactory to parties to the Underwriting AgreementBook Running Lead Manager. 2.2 The members Members of the Syndicate shall have all the rights, powers, duties, obligations duties and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR Regulations, this Agreement, the Issue Agreement, the Fee Letter, the Cash Escrow and to Sponsor Bank Agreement, the extent they are parties toShare Escrow Agreement, this Agreement the Issue Documents, and Other Agreements the Underwriting Agreement, as amended in the Offer Documentapplicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members each Member of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotmentdata entry , due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018this regard. It is clarified that the Registrar shall be responsible for reconciliation of any Bids and or verifying the status of the Bidders. 2.4 Notwithstanding anything included in this Agreement, the Issue will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III in the UPI Circulars. 2.5 The Parties acknowledge that pursuant to SEBI ICDR Regulations and UPI Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process. 2.6 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company, in relation to the Issue that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate; (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall as soon as reasonably practicable inform the fact of such withdrawal or cancellation to other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including (i) Bids submitted by ASBA Bidders to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations); and (ii) Bids collected submitted by CDPs the Anchor Investors at the Designated CDP Locations). The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members offices of the Syndicate or any Members of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective AffiliatesSyndicate. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties (including the Members of the Syndicate) with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company or any of their respective Affiliates or providing any financing to the Company or the Promoter Selling Shareholder. In Such an agreement will be made only by way of execution of the event the CompanyUnderwriting Agreement, the Selling Shareholders and the Syndicate enter into any underwriting agreement, such agreement which shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, indemnity and contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members Members of the Syndicate Syndicate, as applicable, shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and and, to the extent they are parties toto such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement and Other Agreements as amended in the Offer DocumentUnderwriting Agreement (when executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge acknowledges and confirm confirms that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry or for blocking, collection and realization of Bid Amounts) which have been submitted directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. The Company, the Promoter Selling Shareholder and the Members of the Syndicate will not be responsible for any failure in uploading Bids due to faults in any hardware/ software system or otherwise. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for phase III in the UPI Circulars subject to any circulars, clarification or notification issued by the SEBI from time to time. 2.5 The Parties acknowledge that pursuant to SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. 2.6 The Parties acknowledge that any UPI Retail Individual Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the SEBI ICDR Master Circular. 2.7 The Parties acknowledge that Bid cum Application Forms submitted by ASBA Bidders shall be in accordance with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22 P/2022/75 dated February 15May 30, 20182022 and any other circulars issued by SEBI from time to time. It is clarified that Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the Registrar shall be responsible for reconciliation part of Bids an SCSB may seek redressal from the concerned SCSB within three months of the date of listing of the Equity Shares in accordance with the ICDR Master Circular read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and verifying the status of BiddersSEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the Syndicate enter into any underwriting agreement, such agreement shall, inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent they are parties to, this Agreement and Other Agreements other agreements as amended in the Offer Document. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, Shareholders (severally and not jointly, ) acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry) and realization of Bid Amount from Bidders who have submitted their Bid cum Application 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from including Bids submitted by ASBA Bidders in respect to members of the Offer Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties agree that entering into For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create impose any obligation, agreement or commitment, whether express or implied, on the members of the BRLMs, Syndicate Member or any of their Affiliates to purchase or place the Equity Shares, or enter into any underwriting agreement in connection with the Offer (the “Underwriting Agreement”) or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In For avoidance of doubt, in the event the Company, the Selling Shareholders and the Syndicate enter into any underwriting agreementOffer is proposed to be underwritten, such commitment will be made only by and in the event of execution of a specific underwriting agreement or an agreement of similar nature, which shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions, in form and substance satisfactory to the BRLMs), lock-up, indemnity, contribution, termination and force majeure provisions, provisions in form and substance satisfactory to all the parties to the Underwriting Agreement, or an agreement of a similar nature. 2.2 The members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, the Offer Documents, this Agreement and to the extent they are parties tothereto, this Agreement and Other Agreements as amended in the Offer DocumentAgreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement and, if entered into, the Underwriting Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in datadata entry and collection of the Bids, in this regard. 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for AllotmentNotwithstanding anything included in this Agreement, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date Offer will be mandatorily conducted in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15SEBI ICDR Regulations and the procedure set out in the UPI Circulars. In the event that Phase III of the UPI Circular becomes applicable to the Offer, 2018. It is clarified that the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars. 2.5 Notwithstanding anything contained to the contrary in this Agreement, (i) the rights and the obligations of the Company and the Selling Shareholders hereunder shall be several and not joint and the Selling Shareholders shall not be liable for the obligations of the Company or the Registrar or the members of the Syndicate or other Selling Shareholders, as the case may be; (ii) the rights and obligations of each of the Selling Shareholders under this Agreement are several and not joint; and (iii) no Party shall be liable for any default by another Party. Notwithstanding anything contained in this Agreement, no Party shall be responsible or liable, directly, or indirectly, for reconciliation any actions or omissions of Bids any other Party and verifying the status obligations of Bidderseach of the Sellin g Shareholders under this Agreement shall be limited to the extent of its respective portions of the Offered Shares.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate and Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties agree that entering into For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of Book Running Lead Managers, the Syndicate Member or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Sharessecurities of the Company or providing any financing to the Company. In the event the Company, the Selling Shareholders and the members of the Syndicate enter into any an underwriting agreementagreement or an agreement of similar nature, such agreement shall, inter-alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision provisions of comfort letters, arrangement letters and legal opinions)) as to closing of the Offer, lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreementthereto. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and in this Agreement and to the extent they are parties tothereto, this the Offer Agreement, the Fee Letter, the Escrow and Sponsor Bank Agreement, the Share Escrow Agreement and, if entered into, the Underwriting Agreement, and Other Agreements as amended the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Final Offering Memorandum,. 2.3 The Parties acknowledge that pursuant to SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer Document. 2.3 Notwithstanding anything contained in this Agreement or otherwise, through the Company ASBA process and each of all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the Mechanism. SEBI vide its circular no. SEBI/HO/CFD/DIL2TPD1/CIR/P/2018/22 P/2023/140 dated February 15August 9, 20182023, have reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working Days i.e. T+3 days. It is clarified that (“UPI Phase III”). The above timeline will be applicable on a voluntary basis for public issues opening on or after September 1, 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. The Offer will be made under UPI Phase II of the Registrar UPI Circulars, unless UPI Phase III of the UPI Circulars becomes mandatorily effective and applicable on or prior to the Bid/ Offer Opening Date. 2.4 The rights, obligations, representations, warranties, covenants, undertakings and indemnities, as applicable, of each of the Parties under this Agreement shall (unless expressly otherwise set out under this Agreement) be several, and not joint or joint and several, and none of the Parties (unless expressly otherwise set out under this Agreement) shall be responsible or liable, directly or indirectly, for reconciliation the information, obligations, disclosures, representations, warranties or for any acts or omissions of Bids any other Party. For avoidance of doubt, none of the BRLMs is responsible for the actions of omissions of any of the other BRLMs. Further, except as may be specified otherwise, none of the Selling Shareholders shall be responsible or liable, directly or indirectly, for the information, obligations, disclosures representations, warranties or for any acts or omissions of the other Selling Shareholders and verifying the status Company. Notwithstanding anything to the contrary contained in this Agreement, the rights, obligations, warranties, covenants and undertakings of Biddersthe Selling Shareholders under this Agreement are several and not joint. Notwithstanding anything to the contrary contained in this Agreement, the Fee Letter and/or the Offer Documents, the members of the Syndicate and the Company hereby confirm and acknowledge that no Selling Shareholder assumes responsibility for statements, disclosures, information, representations, undertakings or covenants provided by the Company, whether or not relating to the Company, its business, Duet Entities or its financial information or other Selling Shareholders and that each Selling Shareholder shall be responsible only to the extent of the statements specifically confirmed or undertaken by the respective Selling Shareholder in relation to itself as a Selling Shareholder and its respective portion of the Offered Shares, in the Offer Documents and this Agreement.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the sub-syndicate members in relation to the procurement of Bids from Bidders Bidders, in respect of the Offer including Bids submitted by ASBA Bidders to Members of the Syndicate and the sub-syndicate members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the RTAs Designated CDP Locations and CRTAs at the Designated RTA Locations and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP LocationsBRLM). The Parties acknowledge and agree that entering into this Agreement or the Engagement Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members Members of the Syndicate to purchase or any of their Affiliates place the Issued Shares, or to enter into any underwriting agreement in connection with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity SharesAffiliates (as applicable). In the event the Company, the Selling Shareholders and the Syndicate Parties enter into any an underwriting agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters, representation letters and legal opinions), lock-up, indemnity, contribution, termination termination, and force majeure provisions, in form and substance satisfactory to parties to the Underwriting AgreementBook Running Lead Manager. 2.2 The members Members of the Syndicate shall have all the rights, powers, duties, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent they are parties tothis Agreement, this Agreement and Other Agreements as amended in the Offer DocumentAgreement, the Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Offer Documents, and the Underwriting Agreement, as applicable. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge acknowledges and confirm confirms that the members each Member of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotmentdata entry , due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018this regard. It is clarified that the Registrar shall be responsible for reconciliation of any Bids and or verifying the status of the Bidders. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase III in the UPI Circulars. 2.5 The Parties acknowledge that pursuant to SEBI ICDR Regulations and UPI Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process. 2.6 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company and each of the Selling Shareholders, in relation to the Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate; (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall as soon as reasonably practicable inform the fact of such withdrawal or cancellation to other Parties.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from including Bids submitted by ASBA Bidders in respect to members of the Offer Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement or the Fee Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or any of their Affiliates place the Offered Shares, or to enter into any underwriting agreement in connection with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders Shareholders, or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the members of the Syndicate enter into any underwriting agreementan Underwriting Agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance mutually satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and and, to the extent extent, they are parties toto such agreements, this Agreement Agreement, the Offer Agreement, the Fee Letter, the Cash Escrow and Other Agreements Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, each as amended in and, if entered into, the Offer DocumentUnderwriting Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in datadata entry and collection of the Bids, in this regard. 2.4 The Parties acknowledge that any pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidder whose Bidders are required to mandatorily Bid has not been considered through the UPI Mechanism. The timeline as per UPI Phase III is applicable on a voluntary basis for Allotmentpublic issues opening on or after September 1, due to failures 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. Notwithstanding anything included in this Agreement, the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date Offer shall be mandatorily conducted under UPI Phase III in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that procedure as set out in the Registrar shall be responsible for reconciliation of Bids and verifying the status of BiddersUPI Circulars.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders, including Bids submitted by ASBA Bidders to members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. The Parties agree that entering into For the avoidance of doubt, this Agreement is not intended to constitute, and shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the BRLMs, Syndicate Members or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders Shareholder or any of their respective Affiliates. For the avoidance of doubt, Affiliates and this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders Shareholder and the Syndicate underwriters to be appointed in relation to the Offer (“Underwriters”) enter into any an underwriting agreementagreement (the “Underwriting Agreement”), such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, ) and indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and this Agreement, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended (to the extent that they are parties to, this Agreement and Other Agreements as amended in the Offer Documentto such agreements). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a RTA, including for any error in data entry, entry or investor grievances arising from such error in datadata entry and collection of any such Bids or for any error in blocking or transfer of the Bid Amounts from UPI Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that the Offer will be undertaken pursuant to the processes and procedure under Phase III of the UPI Circulars, in accordance with SEBI ICDR Regulations and the procedure set out for Phase III in the UPI Circulars. Since SEBI has implemented Phase III on a mandatory basis for public issues opening after December 1, 2023. Accordingly, the Offer is being implemented in accordance with Phase III. The UPI Mechanism for application by UPI Bidders is effective along with the ASBA process. 2.5 The Parties acknowledge that pursuant to SEBI ICDR Regulations and the UPI Circulars, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process. The UPI bids will be blocked first and then Bid on the exchange. It is clarified that individual investors applying as Retail Individual Bidders in the Retail Portion, NIBs Bidding with an application size of more than ₹ 200,000 and up to ₹500,000 in the Non-Institutional Portion are required to mandatorily bid under the UPI Mechanism. 2.6 Each Member of the Syndicate hereby, severally and not jointly, represents and warrants to the Company and the Selling Shareholder, in relation to the Offer that: (a) it is an intermediary registered with SEBI and has a valid SEBI registration certificate for acting as a Member of the Syndicate; (b) this Agreement has been duly authorized, executed and delivered by it, and is a valid and legally binding obligation of such Member of the Syndicate; and (c) it has not been debarred or prohibited from acting as an intermediary by SEBI or any other regulatory authority, and in the event of withdrawal or cancellation of its registration, each Member of the Syndicate shall as soon as reasonably practicable inform the fact of such withdrawal or cancellation to other Parties. 2.7 The Parties acknowledge that any UPI Bidder Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 20182018 read with the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to members of the Syndicate at the Specified Locations in respect of the Offer (other than Bids submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations). The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate or any of their Affiliates to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this This Agreement is not intended to constitute, constitute and should not be construed as, as an agreement or commitment, commitment directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase underwriting or underwriting purchasing of the Equity Shares or placing any Equity Sharessecurities or to provide any financing to the Company or the Selling Shareholders or their respective Affiliates. Such an agreement in respect of the Offer will be made only by the execution of the Underwriting Agreement. In the event the Company, the Selling Shareholders and the Syndicate Parties enter into any underwriting agreementan Underwriting Agreement, such agreement shallmay, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting AgreementParties. 2.2 The members of the Syndicate shall have all the rights, powers, duties, obligations and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and to the extent that they are parties toto the following agreements, this Agreement and Other Agreements as amended in Agreement, the Offer DocumentAgreement, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement and, if entered into, the Underwriting Agreement, and the Engagement Letter, each as amended, the Red ▇▇▇▇▇▇▇ Prospectus, the Prospectus, the Preliminary Offering Memorandum and the Offering Memorandum. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, Shareholders acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry) which have been submitted directly to an SCSB, Registered Broker, RTA or CDP or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI Mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Offer Opening Date. 2.5 Parties acknowledge that any UPI Bidder Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer, including Bids submitted by ASBA Bidders to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Offer (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and Bids collected submitted by CDPs the Anchor Investors at the Designated CDP Locations)select offices of the BRLMs) and Bids submitted by the Anchor Investors at the offices of the BRLMs. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate BRLMs or any of their Affiliates to purchase or place the Equity Shares or to enter into any underwriting agreement in connection with the Offer or to provide any financing or underwriting to the Company, the Selling Shareholders or any of their respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event the Company, Company or the Selling Shareholders and any of their respective Affiliates or providing any financing to the Syndicate enter into any underwriting agreementCompany. Such an agreement will be made only by way of execution of the Underwriting Agreement, such agreement which shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, indemnity and contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting AgreementCompany, the Selling Shareholder and the Underwriters. 2.2 The members Members of the Syndicate Syndicate, as applicable, shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and and, to the extent they are parties toto such agreements, this Agreement, the Engagement Letter, the Offer Agreement, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement and Other Agreements the Underwriting Agreement, each as amended in the Offer Document(when executed). 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars, in accordance with SEBI ICDR Regulations. 2.5 The Parties acknowledge that any pursuant to SEBI ICDR Regulations, SEBI Process Circulars, Exchange Circulars, all ASBA Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. 2.6 Any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI Master Circular bearing reference number SEBI/HO/CFD/DIL2PoD-2/CIRP/P/2018/22 CIR/2023/00094 dated February 15June 21, 20182023. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Share Escrow Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer Issue, including Bids submitted by ASBA Bidders to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations in respect of the Issue (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, Bids collected by the Registered Brokers at the Broker Centres, Bids collected by Collecting Depository Participants at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and Bids collected submitted by CDPs the Anchor Investors at the Designated CDP Locations)select offices of the BRLMs and Bids submitted by the Anchor Investors at the offices of the BRLMs. The Parties agree that entering into this Agreement shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate BRLMs or any of their Affiliates to purchase or place the Equity Shares or to enter into any underwriting agreement in connection with the Offer Issue or to provide any financing or underwriting to the Company, the Selling Shareholders Company or any of their its respective Affiliates. For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, indirectly among the Parties with respect to the placement, subscription, purchase purchase, selling or underwriting of any Equity Shares. In securities of the event Company or any of its Affiliates or providing any financing to the Company. Such an agreement will be made only by way of execution of the Underwriting Agreement, the Selling Shareholders and the Syndicate enter into any underwriting agreement, such agreement which shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer Issue (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, indemnity and contribution, termination and force majeure provisions, in form and substance satisfactory to parties to the Underwriting AgreementCompany and the Underwriters. 2.2 The members Members of the Syndicate Syndicate, as applicable, shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer Issue as specified in the SEBI ICDR RegulationsRegulations and the Offer Documents, and and, to the extent they are parties toto such agreements, this Agreement, the Fee Letter, the Issue Agreement, the Cash Escrow and Sponsor Bank Agreement and Other Agreements as amended in the Offer DocumentUnderwriting Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm confirms that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in datadata entry) and collection and realization of the Bid Amount from Bidders who have submitted their Bid cum Application Forms directly to the SCSBs, Registered Brokers, RTAs or CDPs or for any reconciliation or for uploading of any such Bids to the Stock Exchange platform or for any error in blocking or transfer of the Bid Amounts from Bidders using the UPI mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids or verifying the status of the Bidders. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 Notwithstanding anything included in this Agreement, the Issue will be mandatorily conducted in accordance with the procedure set out for Phase II in the UPI Circulars, unless UPI Phase III of the UPI Circular becomes effective and applicable on or prior to the Bid/Issue Opening Date. 2.5 The Parties acknowledge that pursuant to SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Issue through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. 2.6 Parties acknowledge that any UPI Bidder Bidders whose Bid has not been considered for Allotment, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018. It is clarified that the Registrar shall be responsible for reconciliation of Bids and verifying the status of Bidders. The Sponsor Bank shall be responsible for the reconciliation of UPI Bids.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from including Bids submitted by ASBA Bidders in respect to members of the Offer Syndicate and the Sub-Syndicate Members, as may be applicable, at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by the RTAs at the Designated RTA Locations and Bids collected by CDPs at the Designated CDP Locations and CRTAs at the Designated RTA Locations)) and collection of Bids submitted by the Anchor Investors at select offices of the BRLMs. The Parties acknowledge and agree that entering into this Agreement or the Engagement Letter, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or any of their Affiliates place the Offered Shares, or to enter into any underwriting agreement in connection (“Underwriting Agreement”) with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Selling Shareholders Shareholders, or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, placement subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Selling Shareholders and the members of the Syndicate enter into any underwriting agreementan Underwriting Agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-upups, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to the parties to the Underwriting Agreement. 2.2 The members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in the SEBI ICDR Regulations, and and, to the extent extent, they are parties toto such agreements, this Agreement and Other Agreements as amended in Agreement, the Offer DocumentAgreement, the Engagement Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, the Offer Documents, and, if entered into, the Underwriting Agreement. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Selling Shareholders, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB or a Registered Broker or a CDP or a CRTA, including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotmentdata entry and collection of Bids, due to failures on the part of the SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018this regard. It is clarified that the Registrar shall be responsible for reconciliation of any Bids and or verifying the status of the Bidders. 2.4 Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted in accordance with the SEBI ICDR Regulations and the procedure set out in the UPI Circulars. In the event that Phase III of the UPI Circular becomes applicable to the Offer, the Offer will be mandatorily conducted in accordance with the procedure set out for Phase III in the UPI Circulars. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.5 Notwithstanding anything contained to the contrary in this Agreement (i) the rights and the obligations of the Company and the Selling Shareholders hereunder shall be several and not joint and the Selling Shareholders shall not be liable for the obligations of the Company or the Registrar or the members of the Syndicate or other Selling Shareholders, as the case may be; (ii) the rights and obligations of each of the Selling Shareholders under this Agreement are several and not joint; and (iii) no Party shall be liable for any default by another Party. Notwithstanding anything contained in this Agreement, no Party shall be responsible or liable, directly, or indirectly, for any actions or omissions of any other Party and the obligations of each of the Selling Shareholders under this Agreement shall be limited to the extent of its respective portions of the Offered Shares.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from including Bids submitted by ASBA Bidders in respect to members of the Offer Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. The Parties acknowledge and agree that entering into this Agreement or the engagement letters, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members of the Syndicate to purchase or any of their Affiliates place the Equity Shares, or to enter into any underwriting agreement in connection with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Promoter Selling Shareholders Shareholder, or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Promoter Selling Shareholders and Shareholder, the members of the Syndicate and Registrar to the Offer enter into any underwriting agreementan Underwriting Agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to as mutually agreed between the Underwriting AgreementParties. 2.2 The members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in Applicable Law, including the SEBI ICDR Regulations, and and, to the extent that they are parties toto such agreements, this Agreement and Other Agreements as amended in Agreement, the Offer DocumentAgreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, and, if entered into, the Underwriting Agreement, each as amended, and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part data entry) and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB may seek redressal from the concerned SCSB within three months of the listing date in accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018or a Registered Broker or a CDP or a RTA. It is clarified that the Registrar shall be responsible for reconciliation of any Bids and or verifying the status of the Bidders. The Sponsor Banks shall be responsible for the reconciliation of UPI Bids. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure as set out in the UPI Circulars, subject to any circulars, clarification or notification issued by the SEBI from time to time, including with respect to the SEBI ICDR Master Circular. Further, the Parties acknowledge that in terms of the SEBI Master Circular and subject to other Applicable Law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.

Appears in 1 contract

Sources: Syndicate Agreement

SYNDICATE STRUCTURE. 2.1 This Agreement sets forth the various obligations and responsibilities of the members Members of the Syndicate and the Sub-Syndicate Members in relation to the procurement of Bids from Bidders in respect of the Offer Offer, including Bids submitted by ASBA Bidders to Members of the Syndicate and the Sub-Syndicate Members at the Specified Locations only (other than Bids directly submitted by the ASBA Bidders directly to the SCSBs, SCSBs or Bids collected by the Registered Brokers at the Broker Centres, Bids collected by CDPs at the Designated CDP Locations and RTAs at the Designated RTA Locations Locations) and collection of Bids collected submitted by CDPs the Anchor Investors at select offices of the Designated CDP Locations)BRLMs. The Parties acknowledge and agree that entering into this Agreement or the engagement letters, as applicable shall not create or be deemed to create any obligation, agreement or commitment, whether express or implied, on the members Members of the Syndicate to purchase or any of their Affiliates place the Equity Shares, or to enter into any underwriting agreement in connection with respect to the Offer Offer, or to provide any financing or underwriting to the Company, the Promoter Selling Shareholders Shareholder, or any of their respective AffiliatesAffiliates (as applicable). For the avoidance of doubt, this Agreement is not intended to constitute, and should not be construed as, an agreement or commitment, directly or indirectly, among the Parties with respect to the placement, subscription, purchase or underwriting of any Equity Shares. In the event the Company, the Promoter Selling Shareholders Shareholder, the underwriters to be appointed in relation to the Offer and Registrar to the Syndicate Offer enter into any underwriting agreementan Underwriting Agreement, such agreement shall, inter-inter alia, include customary representations and warranties, conditions as to closing of the Offer (including the provision of comfort letters, arrangement letters and legal opinions), lock-up, indemnity, contribution, termination and force majeure provisions, in form and substance satisfactory to parties to as mutually agreed between the Underwriting AgreementParties. 2.2 The members Members of the Syndicate shall have all the rights, powers, dutiesobligations, obligations duties and responsibilities in connection with the Offer as specified in Applicable Law, including the SEBI ICDR Regulations, and and, to the extent that they are parties toto such agreements, this Agreement and Other Agreements as amended in Agreement, the Fee Letter, the Offer DocumentAgreement, the Fee Letter, the Cash Escrow and Sponsor Bank Agreement, the Share Escrow Agreement, and, if entered into, the Underwriting Agreement, each as amended, and the Offer Documents. 2.3 Notwithstanding anything contained in this Agreement or otherwise, the Company and each of the Promoter Selling ShareholdersShareholder, severally and not jointly, acknowledge and confirm that the members Members of the Syndicate shall not in any way, directly or indirectly, be responsible or liable for any Bids (including for any error in data entry, investor grievances arising from such error in data 2.4 Parties acknowledge that any UPI Bidder whose Bid has not been considered for Allotment, due to failures on the part data entry) and collection and realisation of the Bid Amount from ASBA Bidders who have submitted their Bid cum Application Forms directly to an SCSB may seek redressal from or a Registered Broker or a CDP or a RTA or for any reconciliation or for uploading of any such Bids to the concerned SCSB within three months Stock Exchange platform or for any error in blocking or transfer of the listing date in accordance with Bid Amounts from Bidders using the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018UPI mechanism. It is clarified that the Registrar shall be responsible for reconciliation of any Bids and or verifying the status of the Bidders. Each member of the Syndicate shall be fully responsible for the performance of the obligations of its respective Sub-Syndicate Members, and not for the Sub-Syndicate Members of any other member of the Syndicate. 2.4 The Parties acknowledge that pursuant to the SEBI ICDR Regulations, all Bidders (other than Anchor Investors) are required to mandatorily submit their Bids and participate in the Offer through the ASBA process and all Syndicate ASBA Bidders that are UPI Bidders are required to mandatorily Bid through the UPI Mechanism. Notwithstanding anything included in this Agreement, the Offer will be mandatorily conducted under UPI Phase III in accordance with the procedure set out in the UPI Circulars. The Offer shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the SEBI from time to time. 2.5 The Parties acknowledge that in terms of the SEBI ICDR Master Circular and subject to other Applicable Law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.

Appears in 1 contract

Sources: Syndicate Agreement