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(d) INR 2,28,00,000 (Indian Rupees two crore twenty eight lac only) payable on April 30, 2019 by way of a cheque drawn in favour of the Seller.

(ii) INR 24,00,00,000/- (Indian Rupees twenty four crore only) shall be paid to the Seller by the Purchaser on or before June 15 2019, subject to satisfactory completion of the Diligence Exercise by the Purchaser and such adjustments as may be determined by the Purchaser pursuant to such Diligence Exercise ("Deferred Consideration"); and

3.3 Parties agree that the purchase consideration has been determined basis the Management Certified Financial Statement, and is subject to adjustments basis the Diligence Exercise and verification of assets and liabilities stated therein (which the Seller/Promoters shall cause to happen to the satisfaction of the Purchaser), which adjustments shall be effected /adjusted against the Deferred Consideration.

3.4 The purchaser consideration has been determined for the Undertaking as a whole and no individual values have been assigned/attributed to individual assets or liabilities of the Undertaking. 3.5 For effecting the transfer of such assets, where separate instrument of transfer if necessarily required to be executed, parties may assign such notional values 9sunject to applicable law) as they may deem fit to such assets, in such separate instrument of transfer, solely for the purpose of determining stamp duty payable thereon, however, no such notional allocation/assignment of value shall adversely affect the "slump sale" nature of the sale and transfer of the Undertaking as the same is meant only for the purpose of adjudication of stamp duty payable on such instrument of transfer.

4. Clause 5 of BTA defines "Diligence Exercise" which read as under.

'DILIGENCE EXERCISE"

After the closing, the Purchaser shall, subject to the Seller promptly providing the information/documents as may be required by the Purchaser in relation to the Undertaking, conduct an appropriate diligence on the undertaking as it may deem fit, including legal, technical, financial, accounting, taxation, operational and any other relevant perspective on or before May 31, 2019 ("Diligence Exercise") and the Deferred Consideration shall be subject to adjustments as deemed appropriate by the purchaser, in terms of the findings of the Diligence Exercise.
-on term loan(s) transferred to Texmaco as a part of the undertaking On Corporate loan (s) transferred to 0.10 Texmaco as a part of Undertaking On working capital facility being 0.25 transferred to Texmaco as a part of the Undertaking Additional amount agreed to be paid by 1.80. Texmaco on request of Simplex Net Deferred Consideration payable 19.50 1.3 Accordingly, the "Deferred Consideration" shall hereafter mean Rs.19,50,00,000 (Rupees nineteen crore fifty lac only) which deferred consideration (less the Holdback Amount) shall be remitted by the Purchaser to the seller as follows: