Common use of Purchase Amount Clause in Contracts

Purchase Amount. 3.1. In accordance with and subject to the terms and conditions of this Agreement, each Purchaser shall pay to the Seller the Purchase Amount in the manner set out in Schedule 8, net of withholding tax amount (as set out in the Final Tax Certificate) (each of such amounts payable by the Purchaser to be referred as the Net Purchase Amount) for the Sale Shares, by depositing their respective Net Purchase Amount in the Cash Escrow Account. It is hereby clarified that, an amount equivalent to the withholding tax amount (as set out in the Final Tax Certificate for each of the Purchasers) shall be withheld from the Purchase Amount and shall be dealt with in accordance with Clause 3.5 below. The Purchasers agree that the Seller would only be selling all (but not part) of the Sale Shares at Closing and would not be willing nor be expected under any circumstances to sell only a part of the Sale Shares. Accordingly, in the event one or more of the Purchaser(s) do not consummate the Closing under this Agreement and no other Purchaser(s) is willing to acquire such Sale Shares, the Seller shall not be obligated to sell part or proportionate Sale Shares to the remaining Purchasers. It is hereby clarified that if any Purchaser does not consummate the Closing under this Agreement, and any other Purchaser is willing to acquire such Sale Shares, the Seller shall be obligated to sell all (but not part) of the Sale Shares. 3.2. The Seller hereby acknowledges that, upon receipt of a credit of the Net Total Purchase Amount, the Seller shall make payments to the Seller Advisors to the extent of 1.02% (One point Zero Two Percent) of the Purchase Amount. The Seller further acknowledges that the payment of the aforesaid amount is the sole obligation of the Seller; and the Purchasers shall not be liable or obligated to pay any such amounts as mentioned above. 3.3. The Seller and the Purchasers shall enter into Escrow Agreements to give effect to the arrangements contemplated under Schedule 7. Notwithstanding anything contained in this Agreement, it is hereby agreed between the Parties that, upon receipt of the Net Purchase Amount in the Cash Escrow Account in accordance with Schedule 7, the Purchasers shall be deemed to have fulfilled their obligation to pay their respective Net Purchase Amount as payable at Closing for the purchase of the Sale Shares. It is hereby clarified that, in the event the Seller does not receive the Net Total Purchase Amount in its account outside India and/ or the Purchasers do not receive the Sale Shares in their dematerialized account designated by them, for any reason, within 5 (Five) Business Days from the Closing Date, then the transactions contemplated under the Clause 6.2 of this Agreement (Closing Actions) shall be reversed and (A) the Seller shall ensure that the Net Purchase Amount shall be credited to such account as may be designated by the Purchasers; and (B) the Purchasers shall ensure that the Sale Shares are credited to the dematerialized account designated by Seller. 3.4. It is hereby agreed between the Parties that, the Per Sale Share Price payable to the Seller under this Agreement, and correspondingly, the Purchase Amount and the Net Total Purchase Amount shall be subject to change on account of the following: Per Sale Share Price shall be reduced to factor for transaction expenses incurred by the Company, in relation to the sale and purchase of the Transaction Shares contemplated under the Transaction Documents and the Restated Long Form SPA for the period prior to the date of execution of the Long Form SPA, irrespective of whether invoices for such transaction expenses are raised, or transaction expenses are paid, prior to or post the date of execution of the Long Form SPA. Transaction expenses paid by the Company in relation to the sale and purchase of the Transaction Shares as contemplated under the Transaction Documents (other than expenses/ fees of the Seller Advisors) for the period after the date of execution of the Long Form SPA shall not be reduced from the Per Sale Share Price.

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is INR 64,91,94,65,000 (Six Thousand Four Hundred Ninety One Crores Ninety Four Lakhs Sixty Five Thousand). 3.2. In accordance with and subject to the terms and conditions of this Agreement, the relevant Purchasers shall and each Original Purchaser shall procure that the Purchasers shall: (a) pay to the Seller 1, on the Closing Date, the Seller 1 Purchase Amount in the manner set out in Schedule 8, net of withholding tax amount (as set out in the Final Tax Certificate) (each of such amounts payable by the Purchaser to be referred as the Net Purchase Amount) for the Sale Shares, by depositing their respective Net Purchase Amount in the Cash Escrow Account. It is hereby clarified that, an amount equivalent to the withholding tax amount (as set out in the Final Tax Certificate for each of the Purchasers) shall be withheld from the Purchase Amount and shall be dealt with accounts designated in accordance with Clause 3.5 below. The Purchasers agree that of the Agreement. (b) pay to the Seller would only be selling all (but not part) of the Sale Shares at Closing and would not be willing nor be expected under any circumstances to sell only a part of the Sale Shares. Accordingly2, in the event one or more of the Purchaser(s) do not consummate on the Closing under this Agreement and no other Purchaser(s) is willing to acquire such Sale SharesDate, the Seller shall not be obligated to sell part or proportionate Sale Shares to 2 Purchase Amount in the remaining Purchasers. It is hereby clarified that if any Purchaser does not consummate the Closing under this Agreement, and any other Purchaser is willing to acquire such Sale Shares, the Seller shall be obligated to sell all (but not part) accounts designated in accordance with Clause 3.5 of the Sale SharesAgreement. 3.23.3. The Each Seller hereby acknowledges that, upon receipt of a credit of from the Net Total Closing Purchase Amount, the certain payments shall be payable by such Seller shall make payments to the Seller Advisors to the extent of 1.02% (One point Zero Two Percent) of the Closing Purchase Amount. The Seller Sellers further acknowledges acknowledge that the payment of the aforesaid amount such amounts is the sole obligation of the SellerSellers; and the Purchasers, the Original Purchasers or the Purchaser SPV shall not be liable or obligated to pay any such amounts as mentioned above. 3.3. The Seller and the Purchasers shall enter into Escrow Agreements to give effect to the arrangements contemplated under Schedule 7. Notwithstanding anything contained in this Agreement, it is hereby agreed between the Parties that, upon receipt of the Net Purchase Amount in the Cash Escrow Account in accordance with Schedule 7, the Purchasers shall be deemed to have fulfilled their obligation to pay their respective Net Purchase Amount as payable at Closing for the purchase of the Sale Shares. It is hereby clarified that, in the event the Seller does not receive the Net Total Purchase Amount in its account outside India and/ or the Purchasers do not receive the Sale Shares in their dematerialized account designated by them, for any reason, within 5 (Five) Business Days from the Closing Date, then the transactions contemplated under the Clause 6.2 of this Agreement (Closing Actions) shall be reversed and (A) the Seller shall ensure that the Net Purchase Amount shall be credited to such account as may be designated by the Purchasers; and (B) the Purchasers shall ensure that the Sale Shares are credited to the dematerialized account designated by Selleramounts. 3.4. It is hereby agreed between the Parties that, that the Per Sale Share Price payable to the Seller Sellers under this Agreement, and correspondingly, the Purchase Amount and the Net Total Closing Purchase Amount shall be subject to change on account in accordance with clause 5.9 of the following: Per Sale Share Price shall be reduced to factor for transaction expenses incurred by the Company, in relation to the sale and purchase of the Transaction Shares contemplated under the Transaction Documents and the Restated Long Form SPA for the period prior to the date of execution and clause 6.2.1(c) of the Restated Long Form SPA, irrespective of whether invoices for such transaction expenses are raised, or transaction expenses are paid, prior to or post the date of execution extent applicable. 3.5. The Sellers shall notify a single bank account (which shall be an escrow bank account of the Long Form SPA. Transaction expenses paid Sellers) into which the consideration for the Sale Shares held by them is to be remitted by the Company in relation Purchasers. The Sellers shall enter into an escrow agreement to give effect to the arrangements contemplated under Clause 3.3, from the consideration received by the Sellers for the sale of their Sale Shares and purchase for remittance of the Transaction Shares as contemplated under balance amount to the Transaction Documents (other than expenses/ fees respective Sellers. Upon the credit of the Seller Advisors) consideration for the period after Sale Shares held by the date of execution Sellers into such single bank account by the Purchasers, the obligation of the Long Form SPA Purchasers to pay the consideration to the Sellers shall not be reduced from the Per Sale Share Pricefully discharged under this Agreement.

Purchase Amount. 3.1. The Parties agree that the equity valuation of the Company is Rs. 64,91,94,65,000 (Rupees Six Thousand Four Hundred and Ninety One Crores Ninety Four Lakhs Sixty Five Thousand) (Equity Valuation). In accordance with and subject to the terms and conditions of this Agreement, each Purchaser shall, and shall cause every other Purchaser to, pay to the Seller Sellers, as follows: A. In the event of an In-specie Distribution: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Holdco Promoters and Snowdrop shall be payable in the manner set out following manner: (a) An amount equivalent to the In-specie Snowdrop Sale Shares 1 multiplied by the Per Sale Share Price (In-Specie Snowdrop Consideration Amount 1) shall be paid to Snowdrop on the In-specie Second Closing Date in Schedule 8, net of withholding tax accordance with Clause (a) for the In-Specie Snowdrop Sale Shares 1; (b) The In-Specie Tax Escrow Amount shall be deposited in the Tax Escrow Account on the In-Specie Second Closing Date in accordance with Clause 6.5.3(a); (c) An amount equivalent to the In-specie Holdco Promoters Sale Shares multiplied by the Per Sale Share Price (the In-Specie Holdco Promoters Consideration Amount) shall be paid to Holdco Promoters in the proportion as set out in Part F of Schedule 1 for the Final Tax CertificateIn-Specie Holdco Promoters Sale Shares on the In-Specie Second Closing Date; (d) An amount of Rs. 325,00,00,000 (Rupees Three Hundred and Twenty Five Crores) (each Indemnity Escrow Amount) in the Indemnity Escrow Account on the In-Specie Second Closing Date; and (e) An amount equivalent to the In-specie Snowdrop Sale Shares 2 multiplied by the Per Sale Share Price (In-Specie Snowdrop Consideration Amount 2) shall be paid to Snowdrop on the In-Specie Third Closing Date in accordance with Clause 6.6.3 (i) for the In-Specie Snowdrop Sale Shares 2. B. In the event of such a Direct Transfer: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Direct Transfer Holdco Purchase Amount for the Holdco Sale Shares payable in the following manner: (a) The Direct Transfer First Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Direct Transfer Second Closing Date in accordance with Clause 6.3.3(a)(ii); (b) An amount equivalent to the Direct Transfer Holdco Purchase Amount 1 less the Direct Transfer First Tranche Tax Escrow Amount (the Direct Transfer Upfront Holdco Purchase Amount) shall be paid to the Holdco on the Direct Transfer Second Closing Date in the manner described in Clause 6.3.3(a)(ii) below; (c) An amount equivalent to the Direct Transfer Second Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Direct Transfer Third Closing Date in accordance with Clause 6.4.3(a)(ii); (d) The Indemnity Escrow Amount in the Indemnity Escrow Account on the Direct Transfer Third Closing Date; and (e) The Direct Transfer Balance Amount, if any, shall be transferred to the Holdco on the Direct Transfer Third Closing Date. The amounts mentioned in (a) and (b) above shall be payable by the Purchaser Purchasers towards the purchase of Direct Transfer Holdco Sale Shares 1; and the amounts mentioned in (c), (d) and (e) above shall be payable by the Purchasers towards the purchase of Direct Transfer Holdco Sale Shares 2. C. In the event of a Joint Transfer: (i) An aggregate amount of the Non-Promoter Purchase Amount for the Non-Promoter Sale Shares, at the Per Sale Share Price on the First Closing Date. (ii) The Joint Transfer Holdco Purchase Amount for the Holdco Sale Shares payable in the following manner: (a) The Joint Transfer First Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the First Closing Date in accordance with Clause 6.8.3(a)(ii); (b) An amount equivalent to be referred as the Net Joint Transfer Holdco Purchase Amount 1 less the Joint Transfer First Tranche Tax Escrow Amount (the Joint Transfer Upfront Holdco Purchase Amount) for shall be paid to the Sale Shares, by depositing their respective Net Purchase Holdco on the First Closing Date in the manner described in Clause 6.8.3(a)(i) below; (c) An amount equivalent to the Joint Transfer Second Tranche Tax Escrow Amount shall be deposited in the Tax Escrow Account on the Joint Transfer Second Closing Date in accordance with Clause 6.9.3(a)(ii); (d) The Indemnity Escrow Amount in the Cash Indemnity Escrow AccountAccount on the Joint Transfer Second Closing Date; and (e) The Joint Transfer Balance Amount, if any, shall be transferred to the Holdco on the Joint Transfer Second Closing Date. The amounts mentioned in (a) and (b) above shall be payable by the Purchasers towards the purchase of Joint Transfer Holdco Sale Shares 1; and the amounts mentioned in (c), (d) and (e) above shall be payable by the Purchasers towards the purchase of Joint Transfer Holdco Sale Shares 2. 3.2. It is hereby clarified that, an amount equivalent to agreed between the relevant Parties that the Purchasers shall (i) withhold the withholding tax amount (in relation to the capital gains) as set out mentioned in (A) the Final Tax Certificate for each applicable to Dynamic India Fund S4 US I; and (B) the certificate under Section 197 of the PurchasersIT Act or the Final Tax Certificate (if required) shall be withheld from obtained by Apis and Alpha TC Holdings Pte. Ltd, with respect to withholding on consideration payable on the Purchase Amount sale of their Sale Shares pursuant to Clause 4.1B(e) (if applicable); and shall be dealt with (ii) pay such withholding tax amount to the Tax Authority in accordance with Clause 3.5 belowApplicable Law and provide evidence of such payment in any event within a period of 7 (seven) days from the First Closing Date and provide a tax deduction certificate to Dynamic India Fund S4 US I or Apis or Alpha TC Holdings Pte. The Purchasers agree that Ltd, (as the Seller would only be selling all case may be) within 7 (but not partseven) days from the end of the Sale Shares at financial quarter within which First Closing and would not be willing nor be expected under any circumstances to sell only a part of the Sale Shares. Accordingly, in the event one or more of the Purchaser(s) do not consummate the Closing under this Agreement and no other Purchaser(s) is willing to acquire such Sale Shares, the Seller shall not be obligated to sell part or proportionate Sale Shares to the remaining Purchasers. It is hereby clarified that if any Purchaser does not consummate the Closing under this Agreement, and any other Purchaser is willing to acquire such Sale Shares, the Seller shall be obligated to sell all (but not part) of the Sale Sharesoccurs. 3.23.3. The Each Seller hereby acknowledges that, upon receipt of a credit of from the Net Total (i) Non-Promoter Purchase Amount, the and (ii) (A) Direct Transfer Upfront Holdco Purchase Amount (in case of a Direct Transfer) or (B) In- specie Snowdrop Consideration Amount 1 and In-Specie Holdco Promoters Consideration Amount (in case of In-specie Distribution) or (C) Joint Transfer Upfront Holdco Purchase Amount (in case of Joint Transfer); certain payments shall be payable by such Seller shall make payments (i) to the Seller Advisors in a form and manner agreed between the Sellers and the Seller Advisors; and additionally (ii) towards the payment of the costs, expenses and fees (except as set out in Clause 13.1 of this Agreement) incurred / to be incurred by the Sellers, in relation to the extent of 1.02% (One point Zero Two Percent) of transactions contemplated under this Agreement and / or the Purchase AmountTransaction Documents in a form and manner agreed between the Sellers. The Seller Sellers further acknowledges acknowledge that the payment of the aforesaid amount such amounts as mentioned in (i) and (ii) above is the sole obligation of the SellerSellers; and the Purchasers and Purchaser SPV shall not be liable or obligated to pay any such amounts as mentioned above. 3.3. The Seller in (i) and the Purchasers shall enter into Escrow Agreements to give effect to the arrangements contemplated under Schedule 7. Notwithstanding anything contained in this Agreement, it is hereby agreed between the Parties that, upon receipt of the Net Purchase Amount in the Cash Escrow Account in accordance with Schedule 7, the Purchasers shall be deemed to have fulfilled their obligation to pay their respective Net Purchase Amount as payable at Closing for the purchase of the Sale Shares. It is hereby clarified that, in the event the Seller does not receive the Net Total Purchase Amount in its account outside India and/ / or the Purchasers do not receive the Sale Shares in their dematerialized account designated by them, for any reason, within 5 (Five) Business Days from the Closing Date, then the transactions contemplated under the Clause 6.2 of this Agreement (Closing Actions) shall be reversed and (A) the Seller shall ensure that the Net Purchase Amount shall be credited to such account as may be designated by the Purchasers; and (B) the Purchasers shall ensure that the Sale Shares are credited to the dematerialized account designated by Sellerii). 3.4. It is In addition to Clause 3.3 above, each Seller hereby agreed between agrees to make certain payments to ▇▇. ▇. Jagannathan, which shall be in accordance with the Parties thatterms of the profit sharing arrangement between, inter-alia, the Per Sale Share Price payable to the Seller under this Agreement, Sellers and correspondingly, the Purchase Amount and the Net Total Purchase Amount shall be subject to change on account of the following: Per Sale Share Price shall be reduced to factor for transaction expenses incurred by the Company, in relation to the sale and purchase of the Transaction Shares contemplated under the Transaction Documents and the Restated Long Form SPA for the period prior to the date of execution of the Long Form SPA, irrespective of whether invoices for such transaction expenses are raised, or transaction expenses are paid, prior to or post the date of execution of the Long Form SPA▇▇. Transaction expenses paid by the Company in relation to the sale and purchase of the Transaction Shares as contemplated under the Transaction Documents (other than expenses/ fees of the Seller Advisors) for the period after the date of execution of the Long Form SPA shall not be reduced from the Per Sale Share Price▇.