Transfer of Liabilities. (a) Upon the coming into effect of this Scheme, all debts, liabilities, loans raised and used, liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on the Appointed Date) and relating to the Demerged Undertakings specified in Part B of Schedules I, II, III and IV, shall, without any further act or deed, be demerged from the Demerged Company and be and stand transferred to and be deemed to be transferred to the relevant Resulting Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debts, liabilities, duties and obligations of the relevant Resulting Company which shall meet, discharge and satisfy the same. (b) Where any of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on the Appointed Date deemed to be transferred to any of the Resulting Companies have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Company. (c) All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the relevant Resulting Company in which the respective Demerged Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company. 4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, become the Debt Securities of the relevant Resulting Company on the same terms and conditions except to the extent modified under the provisions of this Scheme and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or be deemed to have been transferred to and vested in and shall be exercised by or against the relevant Resulting Company to the same extent as if it were the Demerged Company in respect of the Debt Securities so transferred. (a) The demerger and the transfer and vesting of the assets comprised in the Demerged Undertakings to and in each of the relevant Resulting Companies under Clause 4.1 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same as hereinafter provided. (b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, over the assets comprised in any of Demerged Undertakings or any part thereof transferred to the respective Resulting Companies by virtue of this Scheme, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they related or attached prior to the Effective Date and as are transferred to the relevant Resulting Company, and such Encumbrances shall not relate or attach to any of the other assets of that Resulting Company or the assets forming part of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company in relation to any of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Company. (c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above. (d) Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Demerged Company and each of the Resulting Companies shall execute any instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies, Maharashtra, Mumbai to give formal effect to the above provisions, if required. (e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies. (f) It is expressly provided that, save as mentioned in this Clause 4.3.3, no other term or condition of the liabilities transferred to the Resulting Companies is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication. (g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Scheme of Arrangement
Transfer of Liabilities. (a) Upon a. All Liabilities of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Transferor Companies shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Transferee Company, and the Transferee Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Companies after the Appointed Date and prior to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act and all debtsother applicable provisions of Applicable Law, liabilitieswithout any further act, loans raised instrument or deed shall stand transferred to and usedvested in or be deemed to have been transferred to and vested in the Transferee Company and shall become the debt, duties, undertakings, liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on the Appointed Date) and relating to the Demerged Undertakings specified in Part B of Schedules I, II, III and IV, shall, without any further act or deed, be demerged from the Demerged Company and be and stand transferred to and be deemed to be transferred to the relevant Resulting Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debts, liabilities, duties and obligations of the relevant Resulting Transferee Company which shall meet, discharge and satisfy the same.;
(b) b. Where any of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on Liabilities incurred before the Appointed Date by the Transferor Companies deemed to be have been transferred to any the Transferee Company by virtue of the Resulting Companies this Scheme, have been discharged by the Demerged Company Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Transferee Company.;
(c) c. All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Undertaking after the Appointed Date and prior to the Effective Datedebentures, shallbonds, subject to the terms of this Scheme, be deemed to have been raised, used notes or incurred for and on behalf other securities of the relevant Resulting Company in which the respective Demerged Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, Transferor Companies whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) otherwise, shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, deed become the Debt Securities debentures, bonds, notes or other securities of the relevant Resulting Transferee Company on the same terms and conditions except to the extent modified under the provisions of this Scheme and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or be deemed to have been be transferred to and vested in and shall be exercised by or against the relevant Resulting Transferee Company to the same extent as if it were the Demerged Company in respect Transferor Companies under the provisions of Sections 230 to 232 of the Debt Securities so transferred.Act and all other applicable provisions of Applicable Law and without any further act or deed. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause;
(a) The demerger and the transfer and vesting d. All public deposits, debentures or bonds of the assets comprised Transferor Companies shall be distinctly identified in the Demerged Undertakings to and in each records of the relevant Resulting Companies under Clause 4.1 Transferee Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of this Scheme shall be subject to debentures or bonds of the mortgages and chargesTransferee Company;
e. All Encumbrances, if any, affecting existing prior to the same as hereinafter provided.
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, Effective Date over the assets comprised in of the Transferor Companies which secure or relate to any of Demerged Undertakings or any part thereof transferred to the respective Resulting Companies by virtue of this Schemeliability, shall, after the Effective Date, without any further act, instrument or deed, continue to relate be related and attach attached to such assets or any part thereof to which they related or were attached prior to the Effective Date and as are transferred to the relevant Resulting Transferee Company. Provided that if any assets of the Transferor Companies have not been Encumbered in respect of the liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of that Resulting the Transferee Company and the Transferee Company shall not be obliged to create any further or additional security after the Scheme has become effective or otherwise. The secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interests of the Transferor Companies and therefore, such assets forming part which are not currently Encumbered shall remain free and available for creation of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company security thereon in future in relation to any current or future indebtedness of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Transferee Company.
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the above.foregoing provisions of this Scheme;
f. Any reference in any security documents or arrangements (dto which the Transferor Companies are party) to the Transferor Companies and their assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Companies shall be transferred to the Transferee Company by virtue of the Scheme. Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Schemeprovisions, the Demerged Transferor Companies and the Transferee Company and each of the Resulting Companies shall may execute any instruments or documents or do all the acts and deeds as may be requiredconsidered appropriate, including the filing of necessary particulars and/or modification(s) of charge, with the jurisdictional Registrar of Companies, Maharashtra, Mumbai Companies to give formal effect to the above these provisions, if required.; and
(e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) g. It is expressly provided that, save as mentioned in this Clause 4.3.3Scheme, no other term or condition of the liabilities Liabilities transferred to the Resulting Companies Transferee Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Composite Scheme of Arrangement
Transfer of Liabilities. (a) Upon the coming into this Scheme becoming effective, and with effect of this Scheme, all debts, liabilities, loans raised and used, liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on from the Appointed Date:
(i) and relating to All the Demerged Undertakings specified in Part B of Schedules I, II, III and IV, shall, without any further act or deed, be demerged from the Demerged Company and be and stand transferred to and be deemed to be transferred to the relevant Resulting Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debts, liabilities, duties and obligations Liabilities of the relevant Resulting Company which shall meet, discharge and satisfy the same.
(b) Where any of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on the Appointed Date deemed to be transferred to any of the Resulting Companies have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Company.
(c) All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the relevant Resulting Company in which the respective Demerged CLG Business Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, become the Debt Securities liability of the relevant Resulting Transferee Company on and shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company, as the case may be, and the Transferee Company shall be liable to meet, discharge and satisfy the same terms in accordance with its terms. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities duties and conditions except obligations have arisen in order to the extent modified under give effect to the provisions of this Scheme and all rightssub-clause.
(ii) The existing security (including guarantee) or charge, powersif any, duties and obligations in relation thereto favor of the secured creditors shall be and stand transferred to and vested in or be deemed to have been transferred to and vested in remain unaffected and shall be exercised by or against continue to remain valid and in full force and effect even after the relevant Resulting transfer of the CLG Business Undertaking from the Transferor Company to the same extent as Transferee Company. Restructuring of all such security or charge and reallocation of existing credit facilities granted by the secured creditors shall be given effect to only with the mutual consent of the concerned secured creditors and the Board of Directors of the Transferor Company and the Transferee Company. It is hereby clarified that if it were any existing security in respect of any part of the Demerged abovementioned Liabilities extends wholly or in part over the assets of the Residual Business, then the Transferee Company shall create adequate security in respect of such part of the abovementioned Liabilities over the assets of the CLG Business Undertaking to the satisfaction of the lenders and upon creation of such security, the assets of the Residual Business shall be released and discharged from such encumbrance. Further, if any security or charge exists on the assets comprising the CLG Business Undertaking in respect of the Debt Securities so transferred.
(a) The demerger loans and the transfer and vesting of the assets comprised in the Demerged Undertakings to and in each of the relevant Resulting Companies under Clause 4.1 of this Scheme shall be subject liabilities which have not been transferred to the mortgages and charges, if any, affecting the same as hereinafter provided.
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Transferee Company after the Appointed Date, in terms of pursuant to this Scheme, the Transferor Company shall create adequate security over the assets comprised in any of Demerged Undertakings or any part thereof transferred the Residual Business to the respective Resulting Companies by virtue of this Scheme, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they related or attached prior to the Effective Date and as are transferred to the relevant Resulting Company, and such Encumbrances shall not relate or attach to any satisfaction of the other lenders and upon creation of such security, the assets of that Resulting Company or the assets forming part of any other Demerged CLG Business Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company in relation to any of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Company.
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from such encumbrance. It is further clarified that all guarantees provided by the obligations Transferor Company for its activities (including for and security relating to on behalf of the same Subsidiaries and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any Step-Down Subsidiaries) forming a part of the assets CLG Business Undertaking shall stand transferred to the Resulting Companies in terms of this SchemeTransferee Company. The absence of any formal amendment Transferor Company and the Transferee Company shall undertake all necessary compliances prescribed under the relevant contracts, deed or other documents under which may be required by a lender or third party shall not affect the operation of the abovesuch guarantee obligations have arisen and/or Applicable Law, to effectuate such transfers/assignment.
(diii) Without prejudice All cheques and other negotiable instruments, payment orders, and electronic fund transfers (like NEFT, RTGS, etc.) received in the name of the Transferor Company pertaining to the provisions CLG Business Undertaking after the Effective Date shall be accepted by the bankers of the foregoing clauses and upon the effectiveness of this Scheme, the Demerged Transferee Company and each credited to the account of the Resulting Companies shall execute any instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies, Maharashtra, Mumbai to give formal effect to the above provisions, if requiredTransferee Company.
(e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) It is expressly provided that, save as mentioned in this Clause 4.3.3, no other term or condition of the liabilities transferred to the Resulting Companies is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Scheme of Arrangement
Transfer of Liabilities. (a) Upon Without prejudice to the generality of Clause 7.0 above, upon coming into effect of this Scheme, all debts, liabilities, loans raised Scheme and used, liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on with effect from the Appointed Date,
(i) and relating to All Liabilities, whether or not provided in the Demerged Undertakings specified in Part B books of Schedules I, II, III and IVthe Transferor Company, shall, under the provisions of Sections 230 and 232 of the Act, without any further act or act, instrument, deed, be demerged from cost or charge and without any notice or other intimation to any third party for the Demerged Company and transfer of the same, be and stand transferred to and vested in and be deemed to be have been transferred to and vested in the relevant Resulting Transferee Companyas a part of the transfer of the Undertaking as a going concern and the same shall be assumed by the Transferee Company, to the extent they are outstanding on the Effective Date so as to become onand from the Appointed Date, the Liabilities of the Transferee Companyon the same terms and conditions as were applicable to the Transferor Company, and the Transferee Companyshall meet, discharge and satisfy the same. Further, it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.
(ii) All Liabilities which are incurred or which arise or accrue to the Transferor Company on or after the Appointed Date but prior to the Effective Date, shall under the provisions of Sections 230 and 232 of the Act and all other provisions of Applicable Laws, if any, without any further act, instrument or deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Companyas a part of the transfer of the Undertaking as a going concern and the same shall be assumed by the Transferee Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as were applicable to the Demerged Transferor Company, and shall become the debts, liabilities, duties and obligations of the relevant Resulting Company which shall Transferee Companyshall meet, discharge and satisfy the same.
(biii) Where any Any Liabilities of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Transferor Company as on the Appointed Date deemed to be transferred to any of the Resulting Companies have been that are discharged by the Demerged Transferor Company on or after the Appointed Date and but prior to the Effective Date, such discharge shall be deemed to have been discharged for and on account of the relevant Resulting Transferee Company, upon the coming into effect of the Scheme.
(civ) All loans raised and used utilized, liabilities, duties and all liabilities taxes and obligations incurred or undertaken by or on behalf of the Demerged Transferor Company for the operations of any Demerged Undertaking on or after the Appointed Date and but prior to the Effective Date, shall, subject to the terms of this Scheme, Date shall be deemed to have been raised, used used, incurred or incurred undertaken for and on behalf of the relevant Resulting Company Transferee Companyand shall, under the provisions of Sections 230 and 232 of the Act and all other provisions of Applicable Laws, if any, without any further act, instrument, deed, cost or charge and without any notice or other intimation to any third party for the transfer of the same, be and stand transferred to and vested in which and/or be deemed to have been transferred to and vested in the respective Demerged Transferee Companyas a part of the transfer of the Undertaking as a going concern and the same shall vest in terms of this Scheme and be assumed by the Transferee Companyand to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debtsTransferee Companyshall meet, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice (v) Loans, advances and other obligations (including any arrangement which may give rise to Clause 4.3.1, all debentures, bonds or other debt securitiesa contingent liability in whatever form), if any, of due or which may at any time in future immediately before the Demerged Effective Date become due or remain outstanding between the Transferor Company relating to and the liabilities comprised in the Demerged UndertakingsTransferee Companyshall, whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) shall, pursuant to under the provisions of Sections 391 to 394 230 and other relevant provisions 232 of the Act, without any further act, instrument or instrument, deed, become the Debt Securities of the relevant Resulting Company on the same terms cost or charge, stand cancelled and conditions except to the extent modified under the provisions of this Scheme and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or be deemed to have been transferred to discharged by such cancellation and vested in and consequently, there shall be exercised by or against the relevant Resulting Company to the same extent remainno inter-se liability between them as if it were the Demerged Company in respect of the Debt Securities so transferred.
(a) The demerger and the transfer and vesting of the assets comprised in the Demerged Undertakings to and in each of the relevant Resulting Companies under Clause 4.1 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same as hereinafter provided.
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, over the assets comprised in any of Demerged Undertakings or any part thereof transferred to the respective Resulting Companies by virtue of this Scheme, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they related or attached prior to the Effective Date and as are transferred to the relevant Resulting Company, corresponding appropriate effect shall be given in the books of accounts and such Encumbrances shall not relate or attach to any records of the other assets of that Resulting Company or the assets forming part of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company in relation to any of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Transferee Company.
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.
(d) Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Demerged Company and each of the Resulting Companies shall execute any instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies, Maharashtra, Mumbai to give formal effect to the above provisions, if required.
(e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) It is expressly provided that, save as mentioned in this Clause 4.3.3, no other term or condition of the liabilities transferred to the Resulting Companies is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Scheme of Amalgamation
Transfer of Liabilities. (a) Upon Without prejudice to the coming into effect generality of this SchemeClause 18 above, all debts, liabilities, loans raised and used, the liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on Cable Business Undertaking, the Appointed Date) ISP Business Undertaking and relating to the Demerged Undertakings specified in Part B of Schedules I, II, III and IV, shall, without any further act or deed, be demerged from the Demerged Company and be and Digital Business Undertaking shall stand transferred to and be deemed to be transferred vested in the Cable Co, the ISP Co and the Digital Co, respectively, in the following manner:
(a) all the liabilities pertaining to the relevant Resulting Company to Cable Business Undertaking, the extent that they are outstanding as on ISP Business Undertaking and the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debts, liabilities, duties and obligations of the relevant Resulting Company which shall meet, discharge and satisfy the same.
(b) Where any of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on the Appointed Date deemed to be transferred to any of the Resulting Companies have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Company.
(c) All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Digital Business Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the relevant Resulting Company in which the respective Demerged Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations liabilities of the said Resulting Company which shall meet discharge Cable Co, the ISP Co and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, become the Debt Securities of the relevant Resulting Company on the same terms and conditions except to the extent modified under the provisions of this Scheme Digital Co respectively and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and to, vested in or be deemed to have been transferred to and vested in in, and shall be exercised by or against the relevant Resulting Company to Cable Co, the same extent ISP Co or the Digital Co, as the case may be, as if it were the Demerged Company in respect of the Debt Securities so transferred.
(a) The demerger and the transfer and vesting of the assets comprised in the Demerged Undertakings to and in each of the relevant Resulting Companies under Clause 4.1 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same as hereinafter provided.they have incurred such liabilities;
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, over the assets comprised in any of Demerged Undertakings or any part thereof transferred liabilities not related to the respective Resulting Companies by virtue Cable Business Undertaking, the ISP Business Undertaking and the Digital Business Undertaking shall remain liabilities of this Scheme, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they related or attached prior to the Effective Date and as are transferred to the relevant Resulting Company, and such Encumbrances shall not relate or attach to any of the other assets of that Resulting Company or the assets forming part of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company in relation to any of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Company.Network18;
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.
(d) Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this SchemeClauses, the Demerged Company and each of the Resulting Companies all such other deeds, instruments, documents and/or writings shall execute any instruments or documents or do be executed/entered into and/or all the such acts and deeds shall be undertaken as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar applicable registrar of Companies, Maharashtra, Mumbai companies to give formal effect to the above provisionsprovisions of this Clause, if required.;
(ed) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) It it is expressly provided clarified that, save as mentioned in this Clause 4.3.3Scheme, no other term terms or condition conditions of the liabilities transferred to of the Resulting Companies is Cable Business Undertaking, the ISP Business Undertaking and the Digital Business Undertaking are modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.; and
(ge) Subject subject to the necessary consents being obtained obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; , all of which instruments, deeds deeds, and writings and the terms of sanction or writings issue of any security document shall stand modified and/or and / or superseded by the foregoing provisions.
Appears in 1 contract
Transfer of Liabilities. (a) Upon a. All Liabilities of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Transferor Company No. 1 shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Resulting Company, and the Resulting Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Company No. 1 after the Appointed Date and prior to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for and on behalf of the Resulting Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act and all debtsother applicable provisions of Applicable Law, liabilitieswithout any further act, loans raised instrument or deed shall stand transferred to and usedvested in or be deemed to have been transferred to and vested in the Resulting Company and shall become the debt, duties, undertakings, liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on the Appointed Date) and relating to the Demerged Undertakings specified in Part B of Schedules I, II, III and IV, shall, without any further act or deed, be demerged from the Demerged Company and be and stand transferred to and be deemed to be transferred to the relevant Resulting Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debts, liabilities, duties and obligations of the relevant Resulting Company which shall meet, discharge and satisfy the same.;
(b) b. Where any of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations of the Demerged Company as on Liabilities incurred before the Appointed Date by the Transferor Company No. 1 deemed to be have been transferred to any of the Resulting Companies Company by virtue of this Scheme, have been discharged by the Demerged Transferor Company No. 1 after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Company.;
(c) c. All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Undertaking after the Appointed Date and prior to the Effective Datedebentures, shallbonds, subject to the terms of this Scheme, be deemed to have been raised, used notes or incurred for and on behalf other securities of the relevant Resulting Transferor Company in which the respective Demerged Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the sameNo. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, 1 whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) otherwise, shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, deed become the Debt Securities debentures, bonds, notes or other securities of the relevant Resulting Company on the same terms and conditions except to the extent modified under the provisions of this Scheme and all rights, powers, duties and obligations in relation thereto shall be and shall stand transferred to and vested in or be deemed to have been be transferred to and vested in and shall be exercised by or against the relevant Resulting Company to the same extent as if it were the Demerged Transferor Company in respect No. 1 under the provisions of Sections 230 to 232 of the Debt Securities so transferred.Act and all other applicable provisions of Applicable Law and without any further act or deed. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this clause;
(a) The demerger and the transfer and vesting d. All public deposits, debentures or bonds of the assets comprised Transferor Company No. 1 shall be distinctly identified in the Demerged Undertakings to and in each records of the relevant Resulting Companies under Clause 4.1 Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of this Scheme shall be subject to debentures or bonds of the mortgages and chargesResulting Company;
e. All Encumbrances, if any, affecting existing prior to the same as hereinafter provided.
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, Effective Date over the assets comprised in of the Transferor Company No. 1 which secure or relate to any of Demerged Undertakings or any part thereof transferred to the respective Resulting Companies by virtue of this Schemeliability, shall, after the Effective Date, without any further act, instrument or deed, continue to relate be related and attach attached to such assets or any part thereof to which they related or were attached prior to the Effective Date and as are transferred to the relevant Resulting Company. Provided that if any assets of the Transferor Company No. 1 have not been Encumbered in respect of the liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of that the Resulting Company and the Resulting Company shall not be obliged to create any further or additional security after the Scheme has become effective or otherwise. The secured creditors of the Resulting Company and/or other holders of security over the properties of the Resulting Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interests of the Transferor Company No. 1 and therefore, such assets forming part which are not currently Encumbered shall remain free and available for creation of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company security thereon in future in relation to any current or future indebtedness of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Company.
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the above.foregoing provisions of this Scheme;
(d) f. Any reference in any security documents or arrangements to which the Transferor Company No. 1 is a party and their assets and properties, shall be construed as a reference to the Resulting Company and the assets and properties of the Transferor Company No. 1 shall be transferred to the Resulting Company by virtue of the Scheme. Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Schemeprovisions, the Demerged Transferor Company No. 1 and each of the Resulting Companies shall Company may execute any instruments or documents or do all the acts and deeds as may be requiredconsidered appropriate, including the filing of necessary particulars and/or modification(s) of charge, with the jurisdictional Registrar of Companies, Maharashtra, Mumbai Companies to give formal effect to the above these provisions, if required.; and
(e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) g. It is expressly provided that, save as mentioned in this Clause 4.3.3Scheme, no other term or condition of the liabilities Liabilities transferred to the Resulting Companies Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Composite Scheme of Arrangement
Transfer of Liabilities. (a) Upon the coming into effect of this Scheme, all debts, liabilities, loans raised and used, 7.3.1. The liabilities and obligations incurred, duties or obligations of any kind, nature or description (including contingent liabilities) of the Demerged Company (as on which arose out of the Appointed Date) and activities or operations of the Demerged Undertaking including in particular debts, convertible debt instruments, duties, or other claims relating to the activities or operations of the Demerged Undertakings specified in Part B of Schedules I, II, III Undertaking shall be deemed to have been transferred to the Resulting Company and IV, to the extent they are outstanding on the Effective Date shall, without any further act or deed, be demerged from the Demerged Company and deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company to the extent that they are outstanding as on the Effective Date and on the same terms and conditions as applicable to the Demerged Company, and shall become the debtsliabilities and obligations of the Resulting Company which shall undertake to meet, discharge and satisfy the same.
7.3.2. For the purpose of the Scheme, it is clarified that liabilities pertaining to the Demerged Undertaking include:
(a) the liabilities which arise out of the activities or operations of the Demerged Undertaking; and
(b) Specific loans and borrowings, including convertible debt instruments, incurred and utilised solely for the activities and operations of the Demerged Undertaking.
7.3.3. All loans raised and utilized and all liabilities, convertible debt instruments, duties and obligations incurred or undertaken by the Demerged Company in relation to Demerged Undertaking to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme and under the provisions of Section 230 to 232 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed be and stand transferred to or vested in or deemed to have been transferred to and vested in the Resulting Company and shall become the loans and liabilities, duties and obligations of the relevant Resulting Company which shall meet, discharge and satisfy the same.
(b) Where 7.3.4. Any question that may arise with respect to a common liability and/or with regard to any other specific liability as to whether and to what extent the same pertains or does not pertain to the Demerged Undertaking or whether it arises out of the debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations activities or operations of the Demerged Undertaking shall be decided by mutually between the Board of Directors of the Demerged Company as on and the Appointed Date deemed to be transferred to any of the Resulting Companies have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the relevant Resulting Company.
(c) All loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of any Demerged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this Scheme, be deemed to have been raised, used or incurred for and on behalf of the relevant Resulting Company in which the respective Demerged Undertaking shall vest in terms of this Scheme and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the relevant Resulting Company and shall become the debts, liabilities, duties and obligations of the said Resulting Company which shall meet discharge and satisfy the same. Provided however that no debts, liabilities, loans raised and used, liabilities and obligations incurred, dues and obligations shall have been assumed by the Demerged Company in relation to any Demerged Undertaking after the Appointed Date without the prior written consent of the relevant Resulting Company.
4.3.2 Without prejudice to Clause 4.3.1, all debentures, bonds or other debt securities, if any, of the Demerged Company relating to the liabilities comprised in the Demerged Undertakings, whether convertible into equity or otherwise (hereinafter referred to as the “Debt Securities”) shall, pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act, instrument or deed, become the Debt Securities of the relevant Resulting Company on the same terms and conditions except to the extent modified under the provisions of this Scheme and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or be deemed to have been transferred to and vested in and shall be exercised by or against the relevant Resulting Company to the same extent as if it were the Demerged Company in respect of the Debt Securities so transferred.
(a) The demerger and the transfer and vesting of the assets comprised in the Demerged Undertakings to and in each of the relevant Resulting Companies under Clause 4.1 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same as hereinafter provided.
(b) The existing securities, mortgages, charges, encumbrances or liens (the “Encumbrances”) or those, if any created by the Demerged Company after the Appointed Date, in terms of this Scheme, over the assets comprised in any of Demerged Undertakings or any part thereof transferred to the respective Resulting Companies by virtue of this Scheme, shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they related or attached prior to the Effective Date and as are transferred to the relevant Resulting Company, and such Encumbrances shall not relate or attach to any of the other assets of that Resulting Company or the assets forming part of any other Demerged Undertaking transferred to the other Resulting Companies. Provided however that no Encumbrances shall have been created by the Demerged Company in relation to any of the Demerged Undertakings after the Appointed Date without prior written consent of the relevant Resulting Company.
(c) In so far as any Encumbrances over the assets comprised in the Demerged Undertakings are security for liabilities of the Remaining Undertaking retained with the Demerged Company, the same shall, on the Effective Date, without any further act, instrument or deed be modified to the extent that all such assets shall stand released and discharged from the obligations and security relating to the same and the Encumbrances shall only extend to and continue to operate against the assets retained with the Demerged Company and shall cease to operate against any of the assets transferred to the Resulting Companies in terms of this Scheme. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.
(d) Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Demerged Company and each of the Resulting Companies shall execute any instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies, Maharashtra, Mumbai to give formal effect to the above provisions, if required.
(e) Upon the coming into effect of this Scheme, the Resulting Companies alone shall be liable to perform all obligations in respect of the liabilities, which have been transferred to them respectively in terms of the Scheme, and the Demerged Company shall not have any obligations in respect of such liabilities, and each of the Resulting Companies shall indemnify the Demerged Company in relation to any claim, at any time, against the Demerged Company in respect of the liabilities which have been transferred to the Resulting Companies.
(f) It is expressly provided that, save as mentioned in this Clause 4.3.3, no other term or condition of the liabilities transferred to the Resulting Companies is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(g) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of this Clause 4.3.3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.
Appears in 1 contract
Sources: Scheme of Arrangement