Common use of BINDING EFFECT, ENTIRE UNDERSTANDING Clause in Contracts

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 2 contracts

Sources: Offer Agreement, Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses payable to the BRLMs contained in the respective Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the respective BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From . The Company and the date of this Agreement Selling Shareholders, severally and not jointly confirm that until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates Affiliates, or directors the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer without prior consultation with, and the prior written consent of the BRLMs.

Appears in 2 contracts

Sources: Offer Agreement, Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement . The Company confirms that until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the Company, its Affiliates, the Promoter Selling ShareholderShareholders, any of their respective Affiliates Promoters or directors the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer, without prior consultation with, and the prior written consent of the BRLMsLead Managers.

Appears in 2 contracts

Sources: Offer Agreement, Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 18.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 18.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the The Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective its Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 15.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for Unless otherwise mentioned in this Agreement, except in relation to the fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority Taxes payable with respect thereto. 19.2 15.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMsManagers. Each of the The Company and the Promoter Selling Shareholder confirms Shareholders further confirm that until the listing of the Equity Shares, none of the Company, the Promoter any Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 21.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder Shareholders confirms that until the listing of the Equity Shares, none of the Company, the Promoter any Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 16.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties heretoParties. Except for the Engagement Letter, the These terms and conditions in of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any the Fee Letter collectively constitute the entire understanding of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 16.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) relevant to this Agreement or the Offer, with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement Offer, without the prior consent of the BRLMs. Each of the Company , and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of neither the Company, the Promoter Selling Shareholder, Shareholders nor any of their respective Affiliates directors, as applicable, have entered, or directors have or will enter shall enter, into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity the Offered Shares without prior consultation with, and the prior written consent of of, the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 14.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for Unless otherwise mentioned in this Agreement, except in relation to the fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority Taxes payable with respect thereto. 19.2 14.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMsManagers. Each of the The Company and the Promoter Selling Shareholder confirms further confirm that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any goods and service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder Shareholders confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares except within promoter group in line with the Agreement, without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 21.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 21.2 From the date of this Agreement until the commencement of trading in of the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer (except in connection with the Offered Shares) or this Agreement without the prior consent consultation of the BRLMsManagers. Each of the Company and the Promoter Selling Shareholder Shareholders confirms that until the listing of the Equity Shares, none of the Company, the Promoter any Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Offered Shares without the prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 16.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the Engagement fees and expenses contained in the Fee Letter, the terms and conditions in of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or and/or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that that, the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses (except applicable taxes on such fees and expenses) payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until 16.2 Until the listing of the Equity SharesShares or until the expiry of 12 (twelve) months from the date of receipt of the final SEBI observations on the Draft Red ▇▇▇▇▇▇▇ Prospectus, whenever is earlier, none of the Company, its Affiliates, or the Promoter Selling Shareholder, any of their respective Affiliates or directors Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the Engagement fees and expenses contained in the respective Fee Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From 18.2 The Company and the date of this Agreement Selling Shareholder confirms that until the commencement of trading in of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the Company, its Affiliates, Promoters, the Company Directors and the Promoter Selling Shareholder shall not Shareholders have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without prior consultation with, and the prior written consent of the BRLMsLead Managers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 21.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder Shareholders, severally and not jointly, confirms that during the term of this Agreement, until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Offered Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company Bank and the Promoter Selling Shareholder Shareholders shall not not, jointly nor severally, enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company Bank and the Promoter Selling Shareholder confirms Shareholders confirms, severally and not jointly, that until the listing of the Equity Shares, none of the CompanyBank, the Promoter any Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the Engagement fees and expenses payable to the BRLMs contained in the respective Fee Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the respective BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From . The Company and the date of this Agreement Selling Shareholders, severally and not jointly confirm that until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the Company, the Selling Shareholders, their respective Affiliates (excluding, in the case of Promoter Selling Shareholder, any of their respective Affiliates the Company Entities), or directors the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares through the Offer without prior consultation with, and the prior written consent of with the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 17.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for in relation to fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event case of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that provided, however, the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 17.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant to this Agreement or the Offer, with any person or be taken which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement Offer, without the prior consent of the BRLMs. Each of the The Company and the Promoter Selling Shareholder Shareholders further confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, or any of their respective its Affiliates or directors Promoters or Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 21.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 21.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders (in relation to their respective portion of the Offered Shares) shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMsManagers. Each of the Company and the Promoter Selling Shareholder Shareholders confirms that until the listing of the Equity Shares, none of the Company, the Promoter any Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares Offered Shares, as applicable, without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Fee Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any goods and service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder Shareholders confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares except within promoter group in line with the Agreement, without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms Shareholders confirm that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, the terms and conditions in of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. , and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. 18.2 In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the 18.3 The Company and the Promoter Selling Shareholder shall Shareholders, severally and not enter into any initiativesjointly, agreementsconfirm with respect to itself, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates Affiliates, the Directors, or directors the Selling Shareholders, have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares by the Company or Offered Shares by the Selling Shareholder, through the Offer, subject to Clause 4.10, without prior consultation with, and the prior written consent of the BRLMsManagers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the respective Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect theretothereto or exclusivity. 19.2 From 18.2 The Company and the date of this Agreement Selling Shareholders, severally not jointly, confirm that until the earlier of the (a) commencement of trading in of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, or (b) termination of this Agreement, none of the Company, its Affiliates, Promoters, the Company Directors and the Promoter Selling Shareholder shall not Shareholders have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without prior consultation with, and the prior written consent of the BRLMsLead Managers.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 16.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Lead Manager for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect theretothereto or exclusivity. 19.2 From 16.2 The Company and the date of this Agreement Selling Shareholder, jointly and severally, confirm that until the earlier of the (a) commencement of trading in of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, or (b) termination of this Agreement, none of the Company, its Affiliates, Promoters, the Company Directors and the Promoter Selling Shareholder shall not have or will enter into any initiatives, agreementscontractual arrangement, commitments commitment or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating relate to the offer, sale, distribution or delivery of Equity Shares in connection with the Offer or this Agreement, without prior consultation with, and the prior written consent of the BRLMsLead Manager.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the fees and expenses payable to the BRLMs contained in the respective Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the respective BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From . The Bank and the date of this Agreement Selling Shareholders, severally and not jointly confirm that until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity SharesShares on the Stock Exchanges pursuant to the Offer, none of the CompanyBank, the Promoter Selling ShareholderShareholders, any of their respective Affiliates Affiliates, or directors the Directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares or Offered Shares (in the case of Selling Shareholders and their respective Affiliates) through the Offer without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 22.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement Letter, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 22.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms Shareholders confirm that until the listing of the Equity Shares, none of the Company, the Promoter Selling ShareholderShareholders, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 13.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for in relation to the fees and expenses contained in the Engagement Letter, the these terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, heretofore made between any of the Parties hereto and relating to the subject matter hereof, and as of the date hereof constitute the entire understanding of the Parties with respect to the Issue, unless expressly stated other in this Agreement. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letter, the terms of this Agreement shall prevail, provided that the Engagement Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs BRLM for the Offer Issue or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority Taxes payable with respect thereto. 19.2 13.2 From the date of this Agreement until up to the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer Issue or this Agreement without the prior consent of the BRLMsBRLM. Each of the The Company and the Promoter Selling Shareholder further confirms that as on the date of signing of this Agreement and until the listing and the trading of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates or directors have Directors has entered or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of the BRLMsBRLM.

Appears in 1 contract

Sources: Issue Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 20.1 The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties hereto. Except for the Engagement LetterLetters, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereofhereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement LetterLetters, the terms of this Agreement shall prevail, provided that the Engagement Letter Letters shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 20.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the Company and the Promoter Selling Shareholder Shareholders (in relation to their respective portion of the Offered Shares) shall not enter into any initiatives, agreements, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of consultation with the BRLMs. Each of the Company and the Promoter Selling Shareholder Shareholders, severally and not jointly, confirms that until the listing of the Equity Shares, none of the Company, the Promoter any Selling Shareholder, any of their respective Affiliates or directors have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares without prior consultation with, and the prior written consent of with the BRLMs.

Appears in 1 contract

Sources: Offer Agreement

BINDING EFFECT, ENTIRE UNDERSTANDING. 19.1 18.1 The terms and conditions of this Agreement shall will be binding on and inure to the benefit of the Parties heretoParties. Except for Unless otherwise mentioned in this Agreement, and except in relation to the Engagement fees and expenses contained in the respective Fee Letter, the terms and conditions in of this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof. , and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer. 18.2 In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Fee Letter, the terms of this Agreement shall prevail, provided that the Engagement Fee Letter shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs Book Running Lead Managers for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto. 19.2 From the date of this Agreement until the commencement of trading in the Equity Shares, the 18.3 The Company and the Promoter Selling Shareholder shall Shareholders, severally and not enter into any initiativesjointly, agreementsconfirm with respect to itself, commitments or understandings (whether legally binding or not) with any person which may directly or indirectly affect or be relevant in connection with the Offer or this Agreement without the prior consent of the BRLMs. Each of the Company and the Promoter Selling Shareholder confirms that until the listing of the Equity Shares, none of the Company, the Promoter Selling Shareholder, any of their respective Affiliates Affiliates, the Directors, or directors the Selling Shareholders, have or will enter into any contractual arrangement, commitment or understanding relating to the offer, sale, distribution or delivery of Equity Shares by the Company, or relating to the Offered Shares by the Selling Shareholders, through the Offer, without prior consultation with, and the prior written consent of the BRLMsBook Running Lead Managers.

Appears in 1 contract

Sources: Offer Agreement