Additional Understanding. 5.1. The Parties agree that if the Closing has not been achieved on or before December 31, 2015, all documents, including the title deeds, in relation to the Property will be released to the Company on January 01, 2016 by ▇▇▇▇▇ Amarchand Mangaldas, pursuant to the custody agreement dated September 12, 2008 executed by the Company, MDPL and Amarchand & Mangaldas & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Co. The Purchaser and MDPL agree and undertake that they will not obstruct the release of such documents by ▇▇▇▇▇ Amarchand Mangaldas to the Company, including by seeking any injunction against such release. 5.2. MDPL agrees and acknowledges that the PDC have been provided by MDPL to the Company towards part refund of the refundable deposit paid by the Company to MDPL. 5.3. The Parties agree that if the Title Perfection Event has not occurred on or before January 31, 2016, the Company shall be entitled to deposit the PDC in its bank account, towards refund of a part of the refundable deposit paid by the Company to MDPL. The Escrow Agent will release the Title Deeds to the Varthur Property to MDPL, upon the earlier of (a) a confirmation being received from the Company that the PDC has been deposited by the Company and the monies have been received in the Company's bank account, and (b) the lapse of a period of 72 (seventy two) hours from the release of the PDC, provided that at the end of such 72 (seventy two) hours, MDPL has provided a copy of its bank statement, certified by its director and the bank, to the Escrow Agent, showing that an amount of Rs. 25,00,00,000 (Rupees Twenty Five Crorcs) has been debited from its bank account in favour of the Company. 5.4. The Promoter and the Company agree and undertake that they will not create any third party rights, including by way of sale or mortgage, in relation to the Property till the Long Stop Date. 5.5. The Parties further agree that if the Closing has not been achieved on or before the Long Stop Date: (a) the Company shall enforce its rights under the Mortgage Deed 1, the Mortgage Deed 2 and the Additional Mortgage Deed (if applicable) and no Party will have any claim against any other Party with respect to such enforcement, (b) MDPL shall do all such acts as may be necessary to ensure that the Company enjoys its right, title and interest in the Property, the Mortgaged Property and the Additional Mortgaged Property (if applicable), free from all Encumbrances, by executing requisite documents, and stamping and registering the same, at no additional cost or liability to Aayas other than the cost of stamp duty and registration fees; (c) the Company shall redeem the 10,10,000 (Ten Lakh Ten Thousand) optionally convertible debentures issued by the Company to MDPL; (d) the Company shall be deemed to have refunded the debenture application monies of Rs. 1,50,00,000 (Rupees One Crores Fifty Lakhs) paid to the Company by MDPL (along with any statutory interest payable thereon pursuant to the Act); and (e) the Company shall enforce the unconditional bank guarantee provided by MDPL and/or its Affiliates pursuant to the Title Perfection Event, if applicable. The obligation of the Company to pay the amounts pursuant to Sub-Clause 5.5(c) and Sub-Clause 5.5(d), and the amounts received by the Company pursuant to Sub-Clause 5.5(e), shall be set off against the refundable deposit received by MDPL from the Company. The actions set out in Sub-Clause 5.5(a), Sub-Clause 5.5(b), Sub-Clause 5.5(c), Sub-Clause 5.5(d) and Sub Clause 5.5(e) are collectively referred to as “Separation”. The Parties agree that the requisite documents for Separation shall include specifically a sale deed for the sale of MDPL's 10% (ten percent) undivided interest in the Property (including the MDPL-s rights to receive the built up area in accordance with the JDA) in favour of the Company, to be stamped and registered at the cost of the Company. Where MDPL's 10% (ten percent) undivided interest in the Property (including MDPI:s rights to receive the built up area in accordance with the JDA) is not conveyed in the manner contemplated above, time being of the essence, MDPL will be in default of this Agreement and the Company and the Promoter shall be entitled to enforce their rights against MDPL in the manner contemplated under this Agreement. 5.6. MDPL hereby waives any and all claims, right, title or interest that it (or its Affiliates, including the Purchaser) may have in relation to the Property, the Mortgaged Property and/or the Additional Mortgaged Property (if applicable), upon the completion of the Separation and shall ensure that the Promoter and the Company can develop and sell the Property, the Mortgaged Property and the Additional Mortgaged Property without any interference by MDPL or anyone claiming under MDPL or without being required to provide any share in the development to MDPL. Upon the completion of Separation in the manner contemplated above, none of the Parties shall have any claims against any of the other Parties in respect of any rights or obligations arising under the Existing Agreements. Further, MDPL hereby waives any and all claims it may have against the Company and the Promoter in relation to the amounts referred to in Sub-Clause 5.5(c) and Sub-Clause 5.5(d) above. 5.7. The Parties agree that where the Separation does not take place in full within 30 (thirty) days from the Long Stop Date, the Parties shall be entitled to exercise any remedy available to them under applicable law and/or contract, including enforcement of their rights under the Existing Agreements. The Company and the Promoter will also have the option to seek Separation in the manner set out in Clause 5.5 above, by obtaining a sale deed for the sale of MDPL's 10% (ten percent) undivided interest in the Property (along with MDPL's rights to receive the built up area in accordance with the JDA) in favour of the Company. The Company and the Promoter agree that where they seek an enforcement of their rights against MDPL and/or the Purchaser, under this Agreement, their claims against MDPL and/or the Purchaser shall be either (a) an amount equal the Purchase Price, along with interest thereon at the rate of 11% (eleven percent) per annum compounded annually calculated from the Long Stop Date till the date of actual and full payment of all amounts under this Agreement including any attorney's cost incurred by the Company and the Promoter in enforcing their rights under this Agreement, or (b) the Company enjoying all rights, title and peaceful possession of (i) the Property (along with MDPL's 10% (ten percent) undivided interest in the Property (including MDPL's rights to receive the built up area in accordance with the JDA) being transferred in favour of the Company), (ii) the Mortgaged Property and (iii) the Additional Mortgaged Property, or an amount equal to PDC, as applicable. 5.8. Upon the earlier of (a) the Closing Date, (b) the completion of Separation in the manner contemplated in Clause 5.5 above, or (c) the enforcement of the Promoter's rights in the manner contemplated in Clause 5.7 above, the Promoter shall: (1) issue a letter addressed to Tatva Legal directing the immediate release of the Additional Documents, held by Tatva Legal pursuant to the letter dated January 12, 2010 issued jointly by Elbit India Real Estate Private Limited and MDPL, and the letter dated January 7, 2011 issued by Tatva Legal, to MDPL; and (2) hand over or cause the handover of the Title Deeds to the Varthur Property to MDPL, if not released pursuant to Clause 5.3.
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Additional Understanding. 5.17.1. Subject to Clause 3.3, the Parties agree that if the Purchaser has not paid any tranche of the Series A CCD Purchase Price on or before the relevant Long Stop Date, this Agreement shall stand terminated on account of breach of the Purchaser. The Parties shall be bound by the terms of the Earlier SPA as amended by the Amendment Agreement.
7.2. The Parties agree that if within 7 (seven) days from the Closing receipt of the First Tranche Purchase Price by the Promoter, each Party will take necessary action, in accordance with applicable laws, to nullify / withdraw the legal notices it has not been achieved on or before December 31, 2015, all documentsissued against any of the other Parties, including specifically the title deedsfollowing, in relation without prejudice to such Party’s rights where there is any breach of the Property will be released to provisions of this Agreement or the Company on Amendment Agreement:
1. Letter dated January 0106, 2016 by ▇▇▇▇▇ Amarchand Mangaldas2018, pursuant to the custody agreement dated September 12, 2008 executed issued by the Company, MDPL and Amarchand & Mangaldas & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Co. The Purchaser and MDPL agree and undertake that they will not obstruct the release of such documents by ▇▇▇▇▇ Amarchand Mangaldas to the Company, including by seeking any injunction against such release.
5.2. MDPL agrees and acknowledges that the PDC have been provided by MDPL to the Company towards part refund of the refundable deposit paid by the Company to MDPL.
5.3. The Parties agree that if the Title Perfection Event has not occurred on or before January 31, 2016, the Company shall be entitled to deposit the PDC in its bank account, towards refund of a part of the refundable deposit paid by the Company to MDPL. The Escrow Agent will release the Title Deeds to the Varthur Property to MDPL, upon the earlier of (a) a confirmation being received from the Company that the PDC has been deposited by the Company and the monies have been received in the Company's bank account, and (b) the lapse of a period of 72 (seventy two) hours from the release of the PDC, provided that at the end of such 72 (seventy two) hours, MDPL has provided a copy of its bank statement, certified by its director and the bank, to the Escrow Agent, showing that an amount of Rs. 25,00,00,000 (Rupees Twenty Five Crorcs) has been debited from its bank account in favour of the Company.
5.4. The Promoter and the Company agree and undertake that they will not create any third party rights, including by way of sale or mortgage, in relation to the Property till the Long Stop Date.
5.5. The Parties further agree that if the Closing has not been achieved on or before the Long Stop Date:
(a) the Company shall enforce its rights under the Mortgage Deed 1, the Mortgage Deed 2 and the Additional Mortgage Deed (if applicable) and no Party will have any claim against any other Party with respect to such enforcement,
(b) MDPL shall do all such acts as may be necessary to ensure that the Company enjoys its right, title and interest in the Property, the Mortgaged Property and the Additional Mortgaged Property (if applicable), free from all Encumbrances, by executing requisite documents, and stamping and registering the same, at no additional cost or liability to Aayas other than the cost of stamp duty and registration fees;
(c) the Company shall redeem the 10,10,000 (Ten Lakh Ten Thousand) optionally convertible debentures 2. Letter dated January 12, 2018, issued by the Company to MDPLthe Purchaser;
3. Letter dated January 17, 2018, issued by the Purchaser to the Company;
4. Demand Notice under Rule 5 of the Insolvency and Bankruptcy (dApplication to Adjudicating Authority) Rules, 2016 dated February 01, 2018, issued by the Company shall be deemed to have refunded the debenture application monies Purchaser;
5. Reply to the demand notice dated February 10, 2018, issued by Justlaw Advocates on behalf of Rs. 1,50,00,000 (Rupees One Crores Fifty Lakhs) paid the Purchaser to the Company by MDPL (along with any statutory interest payable thereon pursuant in response to the Act)demand notice; and
(e) the Company shall enforce the unconditional bank guarantee provided by MDPL and/or its Affiliates pursuant 6. Response to the Title Perfection Eventreply dated February 28, if applicable. The obligation 2018, issued by J. Sagar Associates on behalf of the Company in response to pay Justlaw Advocates.
7.3. Without limiting the amounts pursuant to Sub-provisions of Clause 5.5(c) and Sub-Clause 5.5(d)7.3 of the Earlier SPA, and the amounts received by the Company pursuant to Sub-Clause 5.5(e), shall be set off against the refundable deposit received by MDPL from the Company. The actions set out in Sub-Clause 5.5(a), Sub-Clause 5.5(b), Sub-Clause 5.5(c), Sub-Clause 5.5(d) and Sub Clause 5.5(e) are collectively referred to as “Separation”. The Parties agree that the requisite documents for Separation shall include specifically a sale deed for the sale of MDPL's 10% (ten percent) undivided interest there will be no reduction in the Purchase Price or the amounts payable under the CCD SPA, notwithstanding any adverse change in the status of or title to the Property (including the MDPL-s rights to receive the built up area in accordance with the JDA) in favour arising out of the Company, to be stamped and registered at the cost of the Company. Where MDPL's 10% (ten percent) undivided interest change in zoning from ‘residential’ in the Property present comprehensive development plan (including MDPI:s rights 2005-2015) to receive the built up area in accordance with the JDA) is not conveyed ‘park / open space / recreation zone’ in the manner contemplated aboveproposed revised master plan 2031, time being of and that the essence, MDPL will be in default of this Agreement and contention raised by the Company and the Promoter shall be entitled to enforce their rights against MDPL Purchaser in the manner contemplated under this Agreement.
5.6. MDPL hereby waives any letters dated January 06, 2018, January 17, 2018 and all claimsFebruary 10, right, title or interest that it (or its Affiliates, including 2018 will not be raised again by the Purchaser) may have in relation to the Property, the Mortgaged Property and/or the Additional Mortgaged Property (if applicable), upon the completion of the Separation and shall ensure that the Promoter and the Company can develop and sell the Property, the Mortgaged Property and the Additional Mortgaged Property without any interference by MDPL or anyone claiming under MDPL or without being required to provide any share in the development to MDPL. Upon the completion of Separation in the manner contemplated above, none of the Parties shall have any claims against any of the other Parties in respect of any rights or obligations arising under the Existing Agreements. Further, MDPL hereby waives any and all claims it may have against the Company and the Promoter in relation to the amounts referred to in Sub-Clause 5.5(c) and Sub-Clause 5.5(d) above.
5.7. The Parties agree that where the Separation does not take place in full within 30 (thirty) days from the Long Stop Date, the Parties shall be entitled to exercise any remedy available to them under applicable law and/or contract, including enforcement of their rights under the Existing Agreements. The Company and the Promoter will also have the option to seek Separation in the manner set out in Clause 5.5 above, by obtaining a sale deed for the sale of MDPL's 10% (ten percent) undivided interest in the Property (along with MDPL's rights to receive the built up area in accordance with the JDA) in favour of the Company. The Company and the Promoter agree that where they seek an enforcement of their rights against MDPL and/or the Purchaser, under this Agreement, their claims against MDPL and/or the Purchaser shall be either (a) an amount equal the Purchase Price, along with interest thereon at the rate of 11% (eleven percent) per annum compounded annually calculated from the Long Stop Date till the date of actual and full payment of all amounts under this Agreement including any attorney's cost incurred by the Company and the Promoter in enforcing their rights under this Agreement, or (b) the Company enjoying all rights, title and peaceful possession of (i) the Property (along with MDPL's 10% (ten percent) undivided interest in the Property (including MDPL's rights to receive the built up area in accordance with the JDA) being transferred in favour of the Company), (ii) the Mortgaged Property and (iii) the Additional Mortgaged Property, or an amount equal to PDC, as applicable.
5.8. Upon the earlier of (a) the Closing Date, (b) the completion of Separation in the manner contemplated in Clause 5.5 above, or (c) the enforcement of the Promoter's rights in the manner contemplated in Clause 5.7 above, the Promoter shall:
(1) issue a letter addressed to Tatva Legal directing the immediate release of the Additional Documents, held by Tatva Legal pursuant to the letter dated January 12, 2010 issued jointly by Elbit India Real Estate Private Limited and MDPL, and the letter dated January 7, 2011 issued by Tatva Legal, to MDPL; and
(2) hand over or cause the handover of the Title Deeds to the Varthur Property to MDPL, if not released pursuant to Clause 5.3.
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