Sample Share Purchase And Share Holder Agreement Page 22
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77account of the Strategic Partner and not with a view to or for resale in connection with
the distribution or other disposition thereof to any other Person.
8.10
Source of Funds
(a)
Each of the Strategic Partner and the Principals have furnished and if so required
shall furnish to the full satisfaction of Government such information regarding the source
of its funds as required by the Government (in the exercise of the Government’s sole
discretion) including, without limitation, information relating to the source and the
amount of funds or other consideration used or to be used in purchasing the Transaction
Shares, and if any part of the Purchase Price is to be represented by funds or other
consideration borrowed or otherwise, a description of such transaction and the names of
the parties thereto.
(b)
Each of the Strategic Partner and the Principals shall ensure that the source of its
funds (including, without limitation, any source used or to be used for payment of the
Purchase Price) will be satisfactory and be acceptable to the Government.
(c)
Notwithstanding anything to the contrary contained in this Agreement, for
purposes of clarity and avoidance of doubt, the Strategic Partner and the Principals agrees
that the satisfaction of the Government regarding the source of funds of the Strategic
Partner and the Principals and their respective Affiliates based on the information
provided by the Strategic Partner and the Principals shall be without prejudice to, and
shall not preclude or limit any Governmental Authority from undertaking, any
investigation, inquiry or other course of action with respect to the affairs (including
without limitation the source of funds) of the Strategic Partner, the Principals or their
respective Affiliates.
8.11
(a)
the Strategic Partner and the Principals have reviewed and understood the
contents of the Government of India office memorandum No. 64/2001 – DDII dated July
13, 2001 (“Guidelines for qualification of bidders seeking to acquire stake in public
sector enterprises through the process of disinvestment”) and represent that each of the
Strategic Partner and the Principals are duly qualified to participate in the process of
disinvestment in terms thereof.
(b)
Neither the Strategic Partner, the Principals, their respective Affiliates nor
any
of their directors or principal officers have been convicted by a Court of law nor has any
adverse order been passed by a regulatory authority which casts a doubt on the ability of
the Strategic Partner and/or the Principals to manage the Company or relates to a “grave
offence”, For the purposes of this Clause 8.11, “grave offence” would mean an offence of
such a nature which would outrage the moral sense of the community.
(c)
No charge-sheet has been filed against the Strategic Partner, the Principals, nor
against any sister concern or Affiliate of the Strategic Partner and the Principals or any of
their officers by any agency of the Government of India or any of its political sub-
divisions or any other Governmental Authority nor has the Strategic Partner, Principals or
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