Sample Share Purchase And Share Holder Agreement Page 23
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77its sister concern including Affiliates of the Strategic Partner and Principals or any of
their respective officers been convicted for any offence.
(d)
Neither the Strategic Partner, the Principals nor any of its sister concerns
(including Affiliates of the Strategic Partner and the Principals) nor any of their
respective directors and principal officers, are or are reasonably expected to be in breach
of any criteria laid down by the Government of India for selection of strategic investors
for disinvestments in government companies.
8.12
Principals’s Additional Covenants, Representation and Warranties
(a)
The Principals, jointly and severally, irrevocably and unconditionally:
(i) covenants with and guarantees to the Government that each Principal shall make all
efforts to ensure that the Strategic Partner shall, at all times, fully and faithfully perform
and discharge all its obligations under this Agreement and that the Strategic Partner shall,
at all times, duly comply with all the terms and conditions of this Agreement;
(ii) as a separate and independent stipulation, each Principal agrees that any obligation
expressed to be undertaken by the Strategic Partner which may be unenforceable against
the Strategic Partner by reason of any, disability or incapacity on or of the Strategic
Partner or of any fact or circumstance (other than a limitation imposed by this
Agreement) shall nevertheless be enforceable against and recoverable from each
Principal as though the same had been incurred by each Principal and each Principal was
the sole and principal obligor in respect thereof.
(iii) in addition to any other provisions in this Agreement and as a separate and
independent stipulation, agrees with the Government as a primary obligor to defend,
indemnify, keep indemnified and hold the Government harmless from and against any
and all losses, liabilities, damages, judgments, settlements, costs and expenses, including
reasonable attorney's fees, incurred or suffered by the Government arising out of or
resulting from or as may be payable by virtue of, any breach by the Strategic Partner or
any of the Principals of any of the representations, warranties, covenants, agreements or
obligations contained in this Agreement.
(iv) agrees that it shall cause the Articles of Association or other constituting documents
of the Strategic Partner to be amended to include the provisions of this Clause 8.12, and
shall take and cause to be taken by any Person all such actions as may be required to
ensure that the provisions of this Clause 8.12 are and remain valid, binding and
enforceable against each of the Principals and the Strategic Partner.
(b)
The Principals, jointly and severally represents and warrants to, each of the
Government and the Company that:
(i) ______ (Principal 1) is the beneficial and legal owner of _________ equity shares of
the Strategic Partner constituting ___% of the total outstanding, issued and paid-up equity
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