PROVIDING
ANNUAL COMPENSATION IN EXCESS OF INR 500,000 (INDIAN RUPEE FIVE HUNDRED
THOUSAND);
9.13.1(G)
IS FOR BENEFITS PROVIDED TO BUSINESS EMPLOYEES OF THE
SELLER, INCLUDING INSURANCE FUNDED PENSIONS AND THIRD PARTY ADMINISTRATION
CONTRACTS;
9.13.1(H)
PROVIDES FOR SEVERANCE, TERMINATION OR SIMILAR PAY TO
THE BUSINESS EMPLOYEES;
9.13.1(I)
PROVIDES FOR A LOAN OR ADVANCE OF ANY AMOUNT TO ANY
BUSINESS EMPLOYEE, OTHER THAN ADVANCES FOR TRAVEL AND OTHER APPROPRIATE BUSINESS
EXPENSES IN THE ORDINARY COURSE OF BUSINESS;
9.13.1(J)
IS A JOINT VENTURE, PARTNERSHIP OR OTHER CONTRACT
INVOLVING ANY JOINT CONDUCT OR SHARING OF ANY BUSINESS, VENTURE OR ENTERPRISE,
OR A SHARING OF PROFITS OR LOSSES OR PURSUANT TO WHICH THE SELLER OR ANY OF ITS
AFFILIATES HAS ANY OWNERSHIP INTEREST IN ANY OTHER PERSON OR BUSINESS
ENTERPRISE;
9.13.1(K)
CONTAINS ANY COVENANT LIMITING THE RIGHT OF THE SELLER
OR ANY OF ITS AFFILIATES TO ENGAGE IN THE BUSINESS OR TO COMPETE (GEOGRAPHICALLY
OR OTHERWISE) WITH ANY PERSON IN CONDUCTING THE BUSINESS, GRANTING ANY EXCLUSIVE
RIGHTS TO MAKE, SELL OR DISTRIBUTE THE PRODUCTS OF THE BUSINESS, GRANTING ANY
"MOST FAVOURED NATIONS" OR SIMILAR RIGHTS WITH RESPECT TO THE PRODUCTS OF THE
BUSINESS, OR OTHERWISE PROHIBITING OR LIMITING THE RIGHT OF THE SELLER OR ANY OF
ITS AFFILIATES TO MAKE, SELL OR DISTRIBUTE ANY PRODUCTS OF THE BUSINESS;
9.13.1(L)
CONTAINS AN AGREEMENT BY THE SELLER OR ANY OF ITS
AFFILIATES TO INDEMNIFY, DEFEND OR OTHERWISE HOLD HARMLESS ANY PERSON WITH
RESPECT TO ANY LOSSES RESULTING OR ARISING FROM THE OPERATION OF THE BUSINESS;
9.13.1(M)
INVOLVES PAYMENTS BASED, IN WHOLE OR IN PART, ON
PROFITS, REVENUES, FEE INCOME OR OTHER FINANCIAL PERFORMANCE MEASURES OF THE
SELLER OR THE BUSINESS;
9.13.1(N)
INVOLVES A POWER OF ATTORNEY GRANTED BY OR ON BEHALF
OF THE SELLER OR ANY OF ITS AFFILIATES;
9.13.1(O)
IS A WRITTEN WARRANTY, GUARANTY OR OTHER SIMILAR
UNDERTAKING WITH RESPECT TO CONTRACTUAL PERFORMANCE EXTENDED BY THE SELLER OR
ANY OF ITS AFFILIATES OTHER THAN IN THE ORDINARY COURSE OF BUSINESS;
9.13.1(P)
IS A SETTLEMENT AGREEMENT WITH RESPECT TO ANY PENDING
OR THREATENED PROCEEDING ENTERED INTO BY THE SELLER OR ANY OF ITS AFFILIATES
WITHIN 3
73
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
(THREE) YEARS PRIOR TO THE DATE OF THIS AGREEMENT EXCEEDING INR 1,000,000
(INDIAN RUPEE ONE MILLION);
9.13.1(Q)
WAS ENTERED INTO OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS AND THAT INVOLVES AN AMOUNT OR VALUE IN EXCESS OF INR 1,000,000 (INDIAN
RUPEE ONE MILLION) OR CONTAINS OR PROVIDES FOR AN EXPRESS UNDERTAKING BY THE
SELLER OR ANY OF ITS AFFILIATES TO BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGES; OR
9.13.1(R)
IS OTHERWISE MATERIAL TO THE BUSINESS, THE
TRANSFERRED ASSETS OF THE BUSINESS OR THE ASSUMED LIABILITIES OR UNDER WHICH THE
CONSEQUENCES OF A DEFAULT OR TERMINATION COULD IMPAIR THE ABILITY OF THE SELLER
OR ANY OF ITS AFFILIATES TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR ANY ANCILLARY AGREEMENT OR OTHERWISE HAVE