Common use of Execution and Closing Clause in Contracts

Execution and Closing. 3.1. On the Agreement Date: 3.1.1. The Purchaser shall deliver to the Seller, documentation evidencing the authority of the Purchaser to execute, deliver and perform this Agreement. 3.1.2. The Seller shall deliver to the Purchaser, documentation evidencing the authority of the Seller to execute, deliver and perform this Agreement. 3.1.3. The Company shall deliver to the Purchaser and Seller, documentation evidencing the authority of the Company to execute, deliver and perform this Agreement. 3.1.4. The Seller shall deliver to the Purchaser and the Company, copies of the ROFO Waiver Letters. 3.2. Closing shall take place on the Agreement Date at Mumbai, India. 3.3. At Closing, the following events shall occur: 3.3.1. The Seller shall deliver to the Purchaser, from the Depository Participant: (i) holding statement of the Seller Depository Account confirming the holding of the Purchase Shares; (ii) a separate confirmation that there is no Encumbrance on the Purchase Shares; and (iii) the client master list of the Seller Depository Account. 3.3.2. The Seller shall deliver to the Purchaser a copy of the Permanent Account Number card, issued to Seller. 3.3.3. The Company shall deliver to the Purchaser and the Seller i) a confirmation from its statutory auditor that the fair market value of the Equity Shares of the Company is equal or higher than the value determined in accordance with Rule 11UA and Rule 11UAA of the Income Tax Rules, 1962; and ii) a valuation certificate, in Agreed Form, under the relevant provisions of the Non-Debt Instruments Rules. 3.3.4. For the purposes of Section 281 of the IT Act, the Seller shall deliver to the Purchaser, a certificate from a chartered accountant, in Agreed Form, giving the status of the pending tax proceedings and any pending tax dues against the Seller under the IT Act and stating that there no tax proceedings that would render the transfer of the Purchase Shares to the Purchaser to be void, and including a snapshot of the website of the income tax authorities in India, evidencing that there are no tax proceedings against the Seller, except a Tax claim for INR 23,357 (Indian Rupees twenty three thousand three hundred fifty seven) made by the assessing officer with respect to Assessment Year 2012-13 (“Tax Assessment Status”) along with a reliance letter to be issued by such chartered accountant issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 3.3.5. The Purchaser shall credit the Purchase Consideration in cleared funds to the Seller Bank Account. 3.3.6. The Seller shall cause the Purchase Shares to be transferred to the Purchaser Depository Account and the Seller shall deliver to the Purchaser a copy of the delivery instructions given by the Seller to the Depository Participant for the transfer of the Purchase Shares to the Purchaser Depository Account. 3.3.7. The Purchaser is an existing Shareholder of the Company and already subject to the provisions of the Existing SHA vide the Investor4 Deed of Adherence, accordingly the Purchase Shares under this Agreement shall also be subject to the provisions of the Existing SHA, the Investor4 Deed of Adherence and the Articles. 3.3.8. The Company shall hold a meeting of the Board at which meeting the Board shall pass a resolution (in a form acceptable to the Purchaser) to approve the transfer of the Purchase Shares to the Purchaser. 3.3.9. The Company shall hand over to the Purchaser: (a) certified true copies (certified by a Director) of the Board resolution of the Company passed on the Agreement Date; and (b) a certificate in Agreed Form evidencing the satisfaction of the conditions stipulated in this Clause 3 (Execution and Closing). 3.3.10. Each Party shall co-operate and extend all assistance as may be reasonably required by the other Party in connection with the fulfilment of any of the conditions stipulated in this Clause 3 (Execution and Closing). 3.3.11. The transactions contemplated at Closing under this Agreement, shall be deemed to occur simultaneously and no such transaction shall be consummated unless all such transactions are consummated. 3.3.12. The Parties agree that the Closing of this Agreement and the Closing under the India 2020 SPA shall necessarily occur on the same date, and the transfer of the India 2020 Purchase Shares under the India 2020 SPA shall occur on the same date as the transfer of the Purchase Shares hereunder. Accordingly, a condition for Closing under this Agreement shall be occurrence of Closing under the India 2020 SPA, and a condition for Closing under the India 2020 SPA shall be Closing under this Agreement. 3.3.13. Notwithstanding the foregoing, if within 5 (five) Business Days from receipt of the Purchase Consideration the Purchaser has not received the Purchase Shares into the Purchaser Depository Account, the Purchaser will have the right to require the Seller to refund the Purchase Consideration, and if so required by the Purchaser, the Seller will forthwith and in any case within 5 (five) Business Days (upon demand by the Purchaser) give irrevocable instructions to its banker to transfer the Purchase Consideration received from the Purchaser in full and without any deductions by wire transfer, into the bank account of the Purchaser (as communicated by the Purchaser simultaneously with seeking a refund of the Purchase Consideration) and furnish a copy of such instructions (including through email), along with the UTR Number or equivalent confirmation to the Purchaser. The Parties agree and acknowledge that the Seller shall not utilise the Purchase Consideration and shall not transfer the Purchase Consideration from the Seller Bank Account, until completion of credit of the Purchase Shares into the Purchaser Depository Account.

Execution and Closing. 3.1. On the Agreement Date: 3.1.1. The Purchaser shall deliver to the Seller, documentation evidencing the authority of the Purchaser to execute, deliver and perform this Agreement. 3.1.2. The Seller shall deliver to the Purchaser, documentation evidencing the authority of the Seller to execute, deliver and perform this Agreement. 3.1.3. The Company shall deliver to the Purchaser and Seller, documentation evidencing the authority of the Company to execute, deliver and perform this Agreement. 3.1.4. The Seller shall deliver to the Purchaser and the Company, copies of the ROFO Waiver Letters. 3.2. Closing shall take place on the Agreement Date at Mumbai, India. 3.3. At Closing, the following events shall occur: 3.3.1. The Seller shall deliver to the Purchaser, from Purchaser the Depository Participant: following: (ia) holding statement a copy of the Seller Depository Account confirming TRC (as defined hereunder) issued to the holding Seller; (b) a copy of the Purchase Shares; (ii) a separate confirmation that there is no Encumbrance on declaration in Form 10F, containing the Purchase Shares; and (iii) the client master list particulars of Rule 21AB of the Seller Depository Account.Income Tax Rules 1962, as prescribed under the IT Act; 3.3.2. The Seller shall deliver to the Purchaser (c) a copy of the Permanent Account Number card, issued to Sellerthe Seller in India; and (d) the copy of a duly filled Form 15 CB, as prescribed under the IT Act, certified by a chartered accountant in practice, in a form satisfactory to the Purchaser. 3.3.33.3.2. The Company shall deliver to the Purchaser and the Seller i) a confirmation from its statutory auditor that the fair market value of the Equity Shares of the Company is equal or higher than the value determined in accordance with Rule 11UA and Rule 11UAA of the Income Inccome Tax Rules, 1962; and ii) a valuation certificate, in Agreed Form, under the relevant provisions of the Non-Debt Instruments Rules. 3.3.3. The Seller shall deliver to the Purchaser, an opinion from ▇▇▇▇▇ & Young LLP, in a form acceptable to the Purchaser, opining on the tax implications in the hands of the Seller and withholding tax obligations, if any, on the Purchaser, in each case under the IT Act, with the computation of tax on gains earned by the Seller upon sale of the Purchase Shares (“Tax Opinion”) along with a reliance letter to be issued by ▇▇▇▇▇ & Young LLP to the Purchaser for relying on the Tax Opinion in relation to payment of the Purchase Consideration. 3.3.4. For the purposes of Section 281 of the IT Act, the Seller shall deliver to the Purchaser, a certificate from a chartered accountant, in Agreed Form, giving the status of the pending tax proceedings and any pending tax dues against the Seller under the IT Act and stating that there no tax proceedings that would render the transfer of the Purchase Shares to the Purchaser to be void, and including a snapshot of the website of the income tax authorities in India, evidencing that there are no tax proceedings against the Seller, except a Tax claim for INR 23,357 (Indian Rupees twenty three thousand three hundred fifty seven) made by the assessing officer with respect to Assessment Year 2012-13 Seller (“Tax Assessment Status”) along with a reliance letter to be issued by such chartered accountant issuing the Tax Assessment Status to the Purchaser for relying on the Tax Assessment Status. 3.3.5. The Seller shall deliver to the Purchaser, from the Depository Participant: (i) holding statement of the Seller Depository Account confirming the holding of the Purchase Shares; (ii) a separate confirmation that there is no Encumbrance on the Purchase Shares; and (iii) the client master list of the Seller Depository Account. 3.3.6. The Purchaser shall credit the Purchase Consideration in cleared funds to the Seller Bank Account. 3.3.63.3.7. The Seller shall cause the Purchase Shares to be transferred to the Purchaser Depository Account and the Seller shall deliver to the Purchaser a copy of the delivery instructions given by the Seller to the Depository Participant for the transfer of the Purchase Shares to the Purchaser Depository Account. 3.3.73.3.8. The Purchaser Purchaser, is an existing Shareholder of the Company and already subject to the provisions of the Existing SHA vide the Investor4 Deed of Adherence, accordingly the Purchase Shares under this Agreement shall also be subject to the provisions of the Existing SHA, the Investor4 Deed of Adherence and the Articles. 3.3.83.3.9. The Seller shall deliver the following documents and information required for the submission of Form FC-TRS and Form DI, in Agreed Form, in respect of transfer of Purchase Shares pursuant to this Agreement: (a) Details of the authorised dealer of the Seller; (b) Consent letter of Seller; (c) Valuation certificate as per the regulations under the Foreign Exchange Management Act, 1999; (d) Acknowledgement of Form FC-TRS for the Purchase Shares being sold; and (e) Such other documents as may be communicated by the Purchaser to the Seller in writing. 3.3.10. The Company and the Seller shall assist and cooperate with the Purchaser to upload the duly completed Form FC-TRS and Form DI in relation to the transfer by the Seller of the Purchase Shares and investment by the Purchaser in the Company, respectively, on the FIRMS Portal and obtain an acknowledgement from the relevant authorized dealer in this regard. 3.3.11. The Company shall hold a meeting of the Board at which meeting the Board shall pass a resolution (in a form acceptable to the Purchaser) to approve the transfer of the Purchase Shares to the Purchaser. 3.3.93.3.12. The Company shall hand over to the Purchaser: (a) certified true copies (certified by a Director) of the Board resolution of the Company passed on the Agreement Date; (b) corporate Identification Number; (c) copy of PAN card; (d) share capital details (paid up capital, face value and diluted number of shares) as on the Agreement Date; (e) pre and post investment shareholding pattern on the letterhead of the Company; (f) certificate from a company secretary certifying that requirements of the Companies Act, 2013 and the Foreign Exchange Management Act, 1999 have been complied with (as per the format provided in the FIRMS Manual), (g) declaration by the Company stating that the investment is within the prescribed sectoral cap (as per the format provided in the FIRMS Manual); (h) such other documents as may be communicated by the Purchaser to the Company in writing; and (bi) a certificate in Agreed Form evidencing the satisfaction of the conditions stipulated in this Clause 3 (Execution and Closing). 3.3.103.3.13. Each Party shall co-operate and extend all assistance as may be reasonably required by the other Party in connection with the fulfilment of any of the conditions stipulated in this Clause 3 (Execution and Closing). 3.3.113.3.14. The transactions contemplated at Closing under this Agreement, shall be deemed to occur simultaneously and no such transaction shall be consummated unless all such transactions are consummated. 3.3.123.3.15. The Parties agree that the Closing of this Agreement and the Closing under the India 2020 Intensive SPA shall necessarily occur on the same date, and the transfer of the India 2020 Intensive Purchase Shares under the India 2020 Intensive SPA shall occur on the same date as the transfer of the Purchase Shares hereunder. Accordingly, a condition for Closing under this Agreement shall be occurrence of Closing under the India 2020 Intensive SPA, and a condition for Closing under the India 2020 Intensive SPA shall be Closing under this Agreement. 3.3.133.3.16. Notwithstanding the foregoing, if within 5 (five) Business Days from receipt of the Purchase Consideration the Purchaser has not received the Purchase Shares into the Purchaser Depository Account, the Purchaser will have the right to require the Seller to refund the Purchase Consideration, and if so required by the Purchaser, the Seller will forthwith and in any case within 5 (five) Business Days (upon demand by the Purchaser) give irrevocable instructions to its banker to transfer the Purchase Consideration received from the Purchaser in full and without any deductions by wire transfer, into the bank account of the Purchaser (as communicated by the Purchaser simultaneously with seeking a refund of the Purchase Consideration) and furnish a copy of such instructions (including through email), along with the UTR Number or equivalent confirmation to the Purchaser. The Parties agree and acknowledge that the Seller shall not utilise the Purchase Consideration and shall not transfer the Purchase Consideration from the Seller Bank Account, until completion of credit of the Purchase Shares into the Purchaser Depository Account.